Borr Drilling Announces Proposed Offering of $250 million of Convertible Senior Notes due 2033

Borr Drilling (NYSE: BORR) announced a proposed offering of $250 million aggregate principal amount of convertible senior notes due 2033, with an initial purchaser option for up to an additional $37.5 million.

Rhea-AI Summary

Borr Drilling (NYSE: BORR) announced a proposed offering of $250 million aggregate principal amount of convertible senior notes due 2033, with an initial purchaser option for up to an additional $37.5 million.

The Notes will be senior, unsecured, pay interest semi-annually, and be convertible into common shares, cash, or a combination. The company intends to use net proceeds to repurchase existing convertible bonds due 2028 and for general corporate purposes. The offering targets qualified institutional buyers under Rule 144A and is not contingent on repurchasing any 2028 bonds. The company warned that hedged holders who unwind positions could materially affect trading volume and the share price, which may influence the effective conversion price.

Positive

• $250 million potential gross proceeds available immediately
• Proceeds can be used to repurchase 2028 convertible bonds, reducing near-term debt obligations

Negative

• New convertibles may cause future share dilution if converted into common shares
• Hedged holders may purchase substantial common shares, increasing market price and affecting conversion economics

Argus Apr 15 session

-3.51% close to close Open Argus

Details

News Market Reaction – BORR

On Apr 15, the first trading day after this news, BORR closed 3.51% below the previous close.

Data tracked by StockTitan Argus for the Apr 15 session.

Key Figures

Convertible notes size: $250 million Over-allotment option: $37.5 million Option period length: 13 days +2 more

Convertible notes size

$250 million

Aggregate principal amount of convertible senior notes due 2033

Over-allotment option

$37.5 million

Additional notes available to initial purchasers to cover over-allotments

Option period length

13 days

Window beginning on the issue date for over-allotment option

Maturity year

2033

Convertible senior notes due 2033

Existing bonds maturity

2028

Convertible bonds targeted for repurchase using proceeds

Previous Offering Reports

5 past events · Latest: Dec 10

Same Type 5 events

1. Dec 10

   Equity offering settlement

   24h Move

   -1.1%

   Settlement of 21M-share offering at $4.00 for $84M gross proceeds.

2. Dec 09

   Debt offering pricing

   24h Move

   +7.4%

   Pricing of additional 10.375% senior secured notes due 2030 for ~$165M.

3. Dec 09

   Equity offering pricing

   24h Move

   +7.4%

   Pricing of 21M common shares at $4.00 for $84M gross proceeds.

4. Dec 08

   Equity offering launch

   24h Move

   +7.4%

   Announcement of 21M-share equity offering to raise about $85M.

5. Jul 03

   Large equity offering

   24h Move

   +0.0%

   Pricing of 50M-share public offering at $2.05 for $102.5M.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, qualified institutional buyers, Rule 144A, over-allotments, +1 more

5 terms

convertible senior notes financial

"announced that it intends to offer ... aggregate principal amount of convertible senior notes due 2033"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

qualified institutional buyers regulatory

"to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

over-allotments financial

"option to purchase ... additional $37.5 million ... solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

derivative transactions financial

"entering into or unwinding various derivative transactions with respect to the Company's common shares"

Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HAMILTON, Bermuda, April 14, 2026 /PRNewswire/ -- Borr Drilling Limited (NYSE and Euronext Growth Oslo: BORR) ("Borr Drilling" or the "Company") today announced that it intends to offer, subject to market and other conditions, $250 million aggregate principal amount of convertible senior notes due 2033 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $37.5 million aggregate principal amount of the Notes, solely to cover over-allotments, if any, in connection with the offering.

The Notes will be senior, unsecured obligations of the Company, pay interest semi-annually, mature in 2033, and be convertible into the Company's common shares, cash, or a combination of shares and cash, at the Company's election.

The Company intends to use the net proceeds from the sale of the Notes (including any Notes sold pursuant to the initial purchasers' option to purchase additional Notes, if exercised) to repurchase its existing convertible bonds due 2028 and for general corporate purposes. 

The Company may repurchase a portion of its existing convertible bonds due 2028 concurrently with the pricing of the Notes in the offering, in which case the Company would enter into one or more separate and individually negotiated transactions with one or more holders of the existing convertible bonds due 2028 to repurchase a portion of the existing convertible bonds due 2028 on terms to be negotiated with each holder (each, a "concurrent note repurchase transaction"). The terms of each concurrent note repurchase transaction will depend on a variety of factors. No assurance can be given as to how much, if any, of the existing convertible bonds due 2028 will be repurchased or the terms on which they will be repurchased. This press release is not an offer to repurchase the existing convertible bonds due 2028, and the offering of the Notes is not contingent upon the repurchase of any of the existing convertible bonds due 2028.

In connection with any repurchase of the existing convertible bonds due 2028, the Company expects that holders of the existing convertible bonds due 2028 who agree to have their existing convertible bonds due 2028 repurchased and who have hedged their equity price risk with respect to such notes (the "hedged holders") may unwind all or part of their hedge positions by purchasing the Company's common shares and/or entering into or unwinding various derivative transactions with respect to the Company's common shares. The amount of the Company's common shares to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of the Company's common shares. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of the Company's common shares, including, in the case of any concurrent note repurchase transactions, concurrently with the pricing of the Notes, resulting in a higher effective conversion price of the Notes. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or the Company's common shares.

This press release is for information purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to purchase or subscribe for securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless such securities are registered under the Securities Act of 1933, or an exemption from the registration requirements of that act is available.

About Borr Drilling
Borr Drilling Limited is an international drilling contractor incorporated in Bermuda in 2016 and listed on the New York Stock Exchange since July 31, 2019 and on Euronext Growth Oslo since December 19, 2025 under the ticker "BORR". The Company owns and operates jack-up rigs of modern and high specification designs and provides services focused on the shallow-water segment to the offshore oil and gas industry worldwide. Please visit our website at www.borrdrilling.com.

Forward-Looking Statements
This press release and related discussions include forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements do not reflect historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will", "ensure", "likely", "aim", "plan", "guidance" and similar expressions and include statements regarding the proposed offering of convertible notes, the expected terms thereof and intended use of proceeds, including statements about the concurrent note repurchase transaction, and other non-historical statements. Such forward-looking statements are subject to risks, uncertainties, contingencies and other factors that 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 planned offering of convertible notes and the use of proceeds, including the concurrent note repurchase transaction, and other risks and uncertainties, including those described in our most recent annual report on Form 20-F for the year ended December 31, 2025 and our other 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 considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Benjamin Wiseman, Senior Manager of Corporate Finance and Investor Relations in the Company, on the date and time provided herein.

The Board of Directors
Borr Drilling Limited
Hamilton, Bermuda

CONTACT:

Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208

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SOURCE Borr Drilling Limited

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Borr Drilling (BORR) announce on April 14, 2026 about convertible notes?

Borr Drilling announced a proposed offering of $250 million of convertible senior notes due 2033. According to the company, an initial purchaser option could add $37.5 million, with sales to qualified institutional buyers under Rule 144A.

How will Borr Drilling use proceeds from the BORR convertible notes offering?

The company intends to use net proceeds to repurchase its existing convertible bonds due 2028 and for general corporate purposes. According to the company, concurrent repurchases may be negotiated separately with individual bondholders.

What are the key terms of the BORR convertible senior notes due 2033?

The Notes will be senior, unsecured, pay interest semi-annually, and mature in 2033. According to the company, they are convertible into common shares, cash, or a combination at the company’s election.

Could the BORR notes offering affect BORR shareholders or the share price?

Yes. Hedged holders of 2028 bonds may unwind hedges by buying common shares, which could materially affect trading volume and share price. According to the company, this activity may change the effective conversion price of the Notes.

Is the BORR offering contingent on repurchasing the 2028 convertible bonds?

No. The offering is not contingent on repurchasing any existing convertible bonds due 2028. According to the company, no assurance exists on how much, if any, of the 2028 bonds will be repurchased.