Borr Drilling Limited - Announces Any and All Cash Tender Offer for Notes Due 2028 and Partial Cash Tender Offer for Notes Due 2030 and Consents Solicitation for Proposed Amendments to the Indenture
Rhea-AI Summary
Borr Drilling (NYSE:BORR) launched cash tender offers for its wholly owned subsidiary’s 10.000% notes due 2028 and a partial cash tender for 10.375% notes due 2030, alongside a consent solicitation to amend the indenture.
The company targets any-and-all 2028 notes and up to $447.3 million original principal of 2030 notes, funded by a planned $1.6 billion senior secured notes offering due 2032 and 2034 plus cash on hand.
Positive
- Any-and-all cash tender launched for 10.000% notes due 2028
- Up to $447.3M original principal of 2030 notes targeted for purchase
- $1.6B new senior secured notes due 2032 and 2034 planned
- 2030 noteholders offered total consideration of $1,060 per $1,000 principal
- $50 early tender payment per $1,000 principal, including $2.50 consent fee
Negative
- Tender offers and consents subject to completion of $1.6B financing condition
- Proposed amendments would remove many restrictive covenants from the indenture
- Proposed amendments would release collateral liens securing the notes in some scenarios
- 2030 note acceptance may be prorated if tenders exceed Maximum 2030 Notes Tender Amount
News Market Reaction – BORR
In the May 26 session, BORR declined 3.44%, reflecting a moderate negative market reaction. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. Trading volume was above average at 1.9x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 21 | Q1 results presentation | Neutral | -8.7% | Details of Q1 2026 webcast and conference call logistics. |
| May 20 | Q1 2026 earnings | Negative | -8.7% | Q1 revenue dip, wider net loss and lower Adjusted EBITDA reported. |
| May 20 | Oslo Børs uplisting | Positive | -8.7% | Transfer of Norwegian listing to main Euronext Oslo Børs market. |
| May 20 | 2026 AGM results | Neutral | +1.5% | AGM approvals including directors, auditor, and board fee cap. |
| Apr 20 | Earnings call invite | Neutral | -0.5% | Schedule and access details for Q1 2026 results webcast. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent earnings and related corporate updates have often coincided with notable downside moves, even when the news itself was operationally constructive.
Over the last few months, BORR’s key updates centered on Q1 2026 earnings, strategic financing, and listing developments. On May 20–21, 2026, earnings and Oslo Børs uplisting news were followed by a -8.74% move, suggesting sensitivity to capital structure and governance events. The current tender and consent solicitation fits this pattern of active liability management following recent convertible note issuance and bond repurchases, continuing the balance sheet reshaping highlighted in recent 6-Ks.
Key Terms
rule 144a regulatory
regulation s regulatory
cusip financial
isin financial
indenture regulatory
events of default regulatory
liens regulatory
collateral financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Statement.
Notes | CUSIP / ISIN | Original Principal Amount Issued | Outstanding Principal Amount | Factor | Blomberg Reference Page | Tender Offer Consideration | Early Tender Payment (including Consent Payment) | Fixed Spread | Total | |
(1) | (2) | (2)(3)(4) | (3) | (2)(3)(4) | ||||||
Rule 144A: 100018 AA8 /US100018AA89Regulation S: G1467F AA1 / USG1467FAA15 | 0.81707317 | FIT3 | (5) | +50 | (5) | |||||
| 0.87864078 | N/A | N/A | N/A | ||||||
| ||||||||||
The Tender Offer (as defined below) consists of the offer to purchase for cash, using funds provided by the Financing Transaction (as defined below), together with cash on hand, on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 26, 2026 (as it may be amended or supplemented from time to time, the "Statement") (i) any and all of the outstanding
The Tender Offer and Consent Solicitation are subject to, among other things, the satisfaction or waiver of the Financing Condition (in relation to either of the Tender Offer or the Consent Solicitation or both of them). The "Financing Condition" means the completion of an offering of Senior Secured Notes due 2032 (the "2032 Notes") and Senior Secured Notes due 2034 (the "2034 Notes" and together with the 2032 Notes, the "New Notes") by the Issuer and Borr Finance LLC, a
We intend consummate the New Notes Offering on terms and conditions satisfactory to us, in our sole discretion, yielding net cash proceeds sufficient to fund the Total Consideration (as defined below) for all tendered Notes accepted in the Tender Offer, including the Consent Payment for all delivered Consents accepted in the Consent Solicitation, and the fees and expenses related to the Tender Offer and Consent Solicitation (the "Financing Transaction").
Holders of the Notes (each a "Holder" and collectively the "Holders") who validly tender (and do not validly withdraw) their Notes at or prior to the Early Tender/Consent Deadline will be entitled to receive the Tender Offer Consideration, plus the Early Tender Payment (as defined below), including the Consent Payment (as defined below)) (together, the "Total Consideration") on June 11, 2026 (the "Early Settlement Date") if such Notes are accepted for purchase.
The Total Consideration is as follows:
- for each
original principal amount of the 2028 Notes, an amount determined in the manner described in this Statement by reference to the Fixed Spread specified for the 2028 Notes on the front cover page of this Statement over the Reference Yield (as defined below) based on the bid side price of the applicable Reference$1,000 U.S. Treasury Security (as defined below) specified on the front cover page of this Statement, at the Price Determination Date (as defined below) (unless extended by the Issuer), and - for each
original principal amount of the 2030 Notes,$1,000 .$1,060.00
The Tender Offer Consideration or the Total Consideration, as applicable, will be multiplied by the applicable Factor, which reflects the partial amortization of the Notes.
Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest, multiplied by the applicable Factor ("Accrued Interest") from the last interest payment date on such purchased Notes up to, but not including, the applicable Settlement Date.
We refer to the "Early Tender Payment" as an amount in cash equal to
Notwithstanding anything to the contrary contained herein, to the extent that the amount of 2030 Notes validly tendered (and not validly withdrawn) prior to the Early Tender/Consent Deadline exceeds the Maximum 2030 Notes Tender Amount, we intend, but are not obligated to, increase such Maximum 2030 Notes Tender Amount, which may be up to all of the outstanding 2030 Notes (the "Increased Offer"). The Company refers Holders to the Statement for the complete terms and conditions of the Tender Offer.
The Tender Offer will expire at 5:00 p.m.,
In conjunction with the Tender Offer, we are soliciting from Holders consents ("Consents") to effect the Initial Offer Proposed Amendments (as defined in the Statement) and, in the event of an Increased Offer, the Increased Offer Proposed Amendments (as defined in the Statement) to the indenture governing the Notes (the "Indenture"). Subject to receipt of the relevant Initial Offer Requisite Consents (as defined in the Statement), the Initial Offer Proposed Amendments would (i) disapply substantially all of the restrictive covenants in the Indenture with respect to the 2028 Notes, (ii) remove certain rights of holders of 2028 Notes upon the occurrence of certain Events of Default (as defined in the Indenture), (iii) align and conform certain covenants, definitions and other terms in the Indenture with those that will be contained in the indenture that will govern the Issuer's New Notes to be issued in the Financing Transaction (the "New Notes Indenture") and (iv) with respect to the 2028 Notes only, disapply certain covenants relating to the Collateral and release all Liens in the Collateral securing the 2028 Notes. Subject to receipt of the relevant Increased Offer Requisite Consents, the Increased Offer Proposed Amendments would (i) remove substantially all of the covenants and other obligations under the Indenture that can be removed with the consent of holders of a majority of the original principal amount of the Notes then outstanding and (ii) disapply certain covenants relating to the Collateral and release all Liens in the Collateral securing the Notes. The amendments in the foregoing (ii)(A) and (B) will only be operative in the event there is an Increased Offer (as defined below). The Initial Offer Proposed Amendments and the Increased Offer Proposed Amendments are referred to collectively herein as the "Proposed Amendments." We refer to this solicitation of Consents with respect to the Proposed Amendments as the "Consent Solicitation."
Holders are required to Consent to both the Initial Offer Proposed Amendments and the Increased Offer Proposed Amendments in order to tender their Notes in the Tender Offer and, if the Increased Offer occurs and the relevant Requisite Consents are obtained, the Increased Offer Proposed Amendments will be effected in lieu of the Initial Offer Proposed Amendments without any further consent from Holders.
No Consent may be validly delivered, and therefore no Consent Payment shall be made with respect to Notes tendered, after the Early Tender/Consent Deadline.
In addition, pursuant to the terms of the Indenture, the Company may exercise its right to redeem up to
Furthermore, if Holders of not less than
The Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of certain conditions as set forth in the Statement. Full details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in the Company's Solicitation.
Information Relating to the Tender Offer and the Consent Solicitation
The Tender Offer and the Consent Solicitation is being distributed to holders beginning today. Citigroup Global Markets Inc is acting as the dealer manager and solicitation agent for the Tender Offer and the Consent Solicitation ("Dealer Manager and Solicitation Agent"). Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106 (banks and brokers) or +1 (800) 558-3745 (toll-free) or via email at ny.liabilitymanagement@citi.com. Global Bondholder Services Corporation is acting as (i) the Information Agent (in such capacity, the "Information Agent") for the Tender Offer and the Consent Solicitation, (ii) the Tender Agent (in such capacity, the "Tender Agent") for the Tender Offer and (iii) the Tabulation Agent (in such capacity, the "Tabulation Agent") for the Consent Solicitation. Requests for copies of the Statement should be directed to Global bondholder Services Corporation at +1 (212) 430- 3774 (banks and brokers) or +1 (855) 654-2014 (toll-free) or via email at contact@gbsc-usa.com.
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 to be issued in the 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
About Borr Drilling
Borr Drilling Limited is an international drilling contractor incorporated in
Forward-Looking statements
This press release and related discussions include forward-looking statements made under the "safe harbor" provisions of the
The Board of Directors
Borr Drilling Limited
CONTACT:
Questions should be directed to: Magnus Vaaler, CFO, +44 1224 289208
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The following files are available for download:
https://mb.cision.com/Public/16983/4353561/a0de61428e6c08d0.pdf | BORR Press Release - Tender Launch |
SOURCE Borr Drilling Limited