Borr Drilling Announces Public Offering of Common Shares

Rhea-AI Summary

Borr Drilling (NYSE: BORR) has announced a public offering aiming to raise $100 million through the issuance of approximately 50 million shares. The offering will be executed in two settlements: 30 million shares expected around July 7, 2025, and 20 million shares around August 7, 2025, subject to shareholder approval at a special general meeting.

Key company insiders have indicated their intention to participate, including Tor Olav Trøim ($10 million), Patrick Schorn ($1 million), and Bruno Morand ($300,000). The proceeds will be used for general corporate purposes, including debt service, capital expenditures, and working capital funding.

Positive

• Strong insider participation with management committing $11.3 million total investment
• Two-phase offering structure provides flexibility and reduces market impact
• Proceeds will strengthen balance sheet through debt service and working capital

Negative

• Significant dilution with 50 million new shares being offered
• Second tranche of 20 million shares contingent on shareholder approval
• Additional debt service requirements indicated by use of proceeds

Insights

Investment Banker

Borr Drilling's $100M offering indicates potential dilution concerns while strengthening balance sheet amid likely financial pressure.

Borr Drilling's announcement to raise $100 million through a 50 million share offering signals potential financial pressure behind this capital raise. This represents significant dilution for existing shareholders, as the company is issuing a large number of new shares relative to its market capitalization. The offering is structured unusually with a two-tranche approach - 30 million shares in an initial settlement and 20 million shares in a second settlement contingent on shareholder approval at a special meeting.

The stated use of proceeds for "general corporate purposes, which may include debt service, capital expenditures and funding of working capital" suggests possible liquidity concerns. The emphasis on debt service as a potential use indicates the company may be prioritizing balance sheet improvement. The participation of company insiders - particularly the $10 million commitment from Tor Olav Trøim (via Drew Holding Ltd.) - represents a positive signal, as management is willing to invest alongside public shareholders.

The involvement of multiple major investment banks (DNB Carnegie, Clarksons Securities, Citigroup and Goldman Sachs) as joint bookrunners lends credibility to the offering. However, the contingent second tranche structure indicates uncertainty about shareholder approval for the full capital raise. Investors should consider how this dilution impacts ownership percentage and whether the capital raise adequately addresses the company's financial needs.

HAMILTON, Bermuda, July 2, 2025 /PRNewswire/ -- Borr Drilling Limited (the "Company") (NYSE: BORR) announces today its plans for a public offering seeking to raise $100 million in gross proceeds though an offering of approximately 50 million shares.

The Company plans to use the proceeds from the offering for general corporate purposes, which may include debt service, capital expenditures and funding of working capital.

DNB Carnegie, Clarksons Securities, Citigroup and Goldman Sachs & Co. LLC are joint bookrunners for the offering.

The offering will be made pursuant to an effective shelf registration statement which has been filed by the Company with the Securities and Exchange Commission ("SEC") on April 11, 2025. The offering will be made only by means of a prospectus and a related prospectus supplement. Prospective investors should read the prospectus supplement and the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, by contacting DNB Markets, Inc., Attn: Compliance Department, by telephone: 212-681-3800, or by email at: compliance.marketsinc@dnb.no.

It is expected that delivery of the common shares offered in the offering will be made against payment therefore on or about (i) for 30 million shares to be issued in the first settlement, on the first trading day following the date of pricing of the offering of common shares, which is expected on or around July 7, 2025, and (ii) for the remaining 20 million shares to be issued in the second settlement, which is expected on or around August 7, 2025, on the first trading day following a special general meeting to be held on August 6, 2025 to approve the authorization of 50 million additional shares for the offering (the "SGM Condition"), provided that the SGM Condition is satisfied. If the SGM Condition is not met, the shares to be issued in the second settlement will not be issued, but this will not impact shares issued in the first settlement.

Certain officers and directors of the Company may purchase common shares in the offering.  In particular, Mr. Tor Olav Trøim¹, Mr. Patrick Schorn, and Mr. Bruno Morand each have indicated their intention to subscribe in the Company's offering, for $10 million, $1 million and $300,000 of shares, respectively.

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 prior to the registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as "may," "will," "anticipate," "plan," "expect," or other similar expressions. These forward-looking statements include statements with respect to the anticipated terms of the offering, including expected timing and size of the offering, the condition to second settlement of the offering, the intended use of proceeds and other non-historical statements.  The forward-looking statements included in this press release are based on the Company's current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements, including market conditions, the ability to complete the offering, the trading price of the Company's ordinary shares and, if the offering is priced, risks related to the satisfaction of the SGM Condition and other risks described in our annual report on Form 20-F for the year ended December 31, 2024 and our other filings with an submissions to the SEC. As such, readers should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. The forward-looking statements made in this press release speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date hereof or to reflect the occurrence of unanticipated events.  

¹Investment to be made by Drew Holding Ltd. which is wholly-owned by Drew Trust, a non-discretionary trust in which Tor Olav Trøim is the beneficiary.

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

How much is Borr Drilling (NYSE:BORR) planning to raise in its public offering?

Borr Drilling is planning to raise $100 million in gross proceeds through an offering of approximately 50 million shares.

When will Borr Drilling's (NYSE:BORR) share offering be settled?

The offering will be settled in two phases: 30 million shares around July 7, 2025, and 20 million shares around August 7, 2025, subject to shareholder approval.

How much are Borr Drilling's insiders investing in the public offering?

Key insiders have committed to invest $11.3 million total, with Tor Olav Trøim investing $10 million, Patrick Schorn $1 million, and Bruno Morand $300,000.

What will Borr Drilling (NYSE:BORR) use the offering proceeds for?

The proceeds will be used for general corporate purposes, including debt service, capital expenditures, and funding of working capital.

Who are the joint bookrunners for Borr Drilling's public offering?

The joint bookrunners are DNB Carnegie, Clarksons Securities, Citigroup and Goldman Sachs & Co. LLC.