#Convertible Notes #Bermuda #Hamilton #Borr Drilling

Borr Drilling Limited Completes $260 Million Offering of Convertible Senior Notes

Borr Drilling Limited, a prominent international drilling contractor, has officially declared the pricing details of its offering of $260 million in aggregate principal amount of 3.50% convertible senior notes, which are due in 2033. This announcement, made on April 15, 2026, marks a significant step in the company's financial strategy and growth initiatives.

Details of the Offering

The offering, structured for qualified institutional buyers under Rule 144A of the Securities Act of 1933, includes an option for initial purchasers to acquire an additional $40 million worth of notes to accommodate any possible over-allotments within a 13-day window starting from the issue date, anticipated to close around April 17, 2026, contingent upon customary closing conditions being met.

Importantly, the convertible notes are set to mature on May 1, 2033, and will incur an interest of 3.5% per annum, disbursed semi-annually, with the first payment scheduled for November 1, 2026. These notes offer holders an opportunity to convert them into Borr Drilling's common shares, cash, or a mix of both, with an initial conversion rate pegged at 125.0000 common shares per $1,000 of notes, equating to an approximate conversion price of $8.00 per share. Adjustments to the conversion rate are anticipated under specific conditions, enhancing the flexibility for investors.

As a strategic move, the company has designed a redemption option, enabling them to redeem the notes at any time post-May 5, 2030, provided the market conditions, particularly the stock price of its common shares, align favorably. This would occur if the share price reaches at least 130% of the conversion price for 20 out of 30 consecutive trading days.

Use of Proceeds

The funds generated from the sale of these notes will be primarily allocated towards repurchasing the company's existing convertible bonds due in 2028, which amount to $195.2 million, at an agreed repurchase price of $224.5 million, inclusive of accrued interest. By utilizing these proceeds for the repurchase initiative, Borr Drilling aims to strengthen its balance sheet significantly and optimize its capital structure.

Additionally, the company is prepared for potential market reactions as it anticipates that holders of the 2028 convertible bonds could unwind their respective hedge positions by engaging in transactions involving Borr's common shares. Such activity may have a substantial impact on the company's share price, thereby influencing the effective conversion price of the new notes offered.

Company Background

Founded in 2016 and headquartered in Hamilton, Bermuda, Borr Drilling has established itself as a leading player in offshore drilling through its fleet of high-specification jack-up rigs. The company is recognized for its commitment to servicing the shallow-water segment of the oil and gas industry worldwide.

Borr Drilling has been publicly traded on the New York Stock Exchange since July 31, 2019, and also lists on Euronext Growth Oslo. The continuous growth strategy reflects its resilience and innovative approach in a dynamic sector.

As Borr Drilling continues to navigate the challenges and opportunities in the offshore drilling landscape, this recent offering will empower the company not merely to enhance its financial positioning but also to embark on future endeavors with confidence and strategic foresight.

For more information regarding Borr Drilling's latest announcements or operational insights, visit Borr Drilling's official website.