Borr Drilling Limited - Announces Increase in Tender Amount for Notes Due 2030

Borr Drilling (NYSE: BORR) announced that subsidiary Borr IHC increased its cash tender offer for 10.375% Senior Secured Notes due 2030 from a cap of $447.3 million original principal to any and all outstanding notes.

Rhea-AI Summary

Borr Drilling (NYSE: BORR) announced that subsidiary Borr IHC increased its cash tender offer for 10.375% Senior Secured Notes due 2030 from a cap of $447.3 million original principal to any and all outstanding notes.

Outstanding 2030 Notes total $877.1 million original principal ($770.7 million after amortization). Completion depends on a new notes offering of at least $2,035 million.

Positive

• Tender cap raised from $447.3 million to any and all 2030 Notes outstanding
• Outstanding 2030 Notes total $877.1 million original principal, $770.7 million after amortization
• Tender offer structure allows all 2030 Note holders the option to participate, subject to conditions

Negative

• Tender offer is conditional on completing a new notes offering of at least $2,035 million
• New securities mentioned will not be registered under the Securities Act of 1933, limiting U.S. offering options

Argus May 28 session

+0.60% close to close Open Argus

Details

News Market Reaction – BORR

In the May 28 session, BORR gained 0.60%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement expands Borr Drilling’s tender to cover any and all of its 10.375% 2030 notes, con...

Analysis

This announcement expands Borr Drilling’s tender to cover any and all of its 10.375% 2030 notes, contingent on completing a new senior secured notes offering of at least $2,035 million. It follows recent moves to refinance 2028 and 2030 notes and Q1 2026 results showing a net loss of $29.0 million. Investors may watch execution of the new offering, changes in total debt, and future earnings to gauge the impact on leverage and flexibility.

Key Figures

Original tender cap: $447.3 million 2030 Notes interest rate: 10.375% 2030 Notes outstanding (original): $877.1 million +5 more

Original tender cap

$447.3 million

Initial cap on 10.375% 2030 Notes tender

2030 Notes interest rate

10.375%

Coupon on Senior Secured Notes due 2030

2030 Notes outstanding (original)

$877.1 million

Original aggregate principal amount outstanding

2030 Notes outstanding (amortized)

$770.7 million

Aggregate principal after amortization payments

New Notes Offering size

$2,035 million

Minimum aggregate principal for new senior secured notes

Price change

-5.44%

Move on latest trading day before this news

52-week range

$1.65 – $6.655

BORR 52-week low and high before this news

Market cap

$1,645,300,276

Equity value prior to the announcement

Historical Context

5 past events · Latest: May 26

5 events

1. May 26

   Investor presentation

   24h Move

   -3.4%

   New investor presentation made available on company website to shareholders.

2. May 26

   Debt tender & consents

   24h Move

   -3.4%

   Announced tenders for 2028 and partial 2030 notes with consent solicitation.

3. May 26

   Senior notes offering

   24h Move

   -3.4%

   Planned $1.6B senior secured notes due 2032 and 2034 to refinance debt.

4. May 21

   Results presentation

   24h Move

   -8.7%

   Announced webcast and call details for Q1 2026 results presentation.

5. May 20

   Q1 2026 earnings

   24h Move

   -8.7%

   Reported lower revenue, net loss of $29M, and softer Adjusted EBITDA.

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

Key Terms

senior secured notes, cash tender offer, tender offer, consent solicitation, +3 more

7 terms

senior secured notes financial

"10.375% Senior Secured Notes due 2030 (the "2030 Notes") that it can repurchase"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

cash tender offer financial

"repurchase under its previously announced cash tender offer (the "Tender Offer")"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

tender offer financial

"The Tender Offer is being made solely by means of the Statement."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

consent solicitation regulatory

"Information Relating to the Tender Offer and the Consent SolicitationCitigroup Global"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

dealer manager financial

"Citigroup Global Markets Inc. is acting as the dealer manager and solicitation agent"

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

information agent financial

"Global Bondholder Services Corporation is acting as (i) the Information Agent"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

tender agent financial

"Global Bondholder Services Corporation is acting as (i) the Information Agent ... (ii) the Tender Agent"

A tender agent is the neutral third party hired to run a tender offer — the process where a buyer invites shareholders to sell their shares at a set price. Think of them as the project manager who collects acceptances, verifies ownership, handles paperwork and payments, and ensures rules are followed; investors rely on them to get paid correctly and on time and to have the offer executed transparently and fairly.

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

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HAMILTON, Bermuda, May 28, 2026 /PRNewswire/ -- Borr Drilling Limited (NYSE: BORR) (OSE: BORR) ("Borr Drilling" or the "Company") today announced that its wholly owned subsidiary, Borr IHC Limited (the "Issuer"), has increased the principal amount of the Issuer's outstanding 10.375% Senior Secured Notes due 2030 (the "2030 Notes") that it can repurchase under its previously announced cash tender offer (the "Tender Offer") from $447.3 million of original principal amount to any and all of the 2030 Notes, on the terms and subject to the conditions set forth in the Issuer's Offer to Purchase and Consent Solicitation Statement dated May 26, 2026 (the "Statement"). As of the date hereof, $877.1 million in original aggregate principal amount of 2030 Notes (amounting to $770.7 million in aggregate principal amount after adjusting for amortization payments) is outstanding.

Consistent with amending the Tender Offer to be in respect of any and all 2030 Notes, the Issuer has amended the Financing Condition of the Tender Offer to provide that the Issuer's obligation to accept for purchase, and to pay for, 2030 Notes validly tendered and not validly withdrawn is subject to the satisfaction or waiver of certain conditions, including, among other things, the completion of the New Notes Offering in aggregate principal amount equal to at least $2,035 million, on terms satisfactory to the Issuer in its sole discretion. The complete terms and conditions of the Tender Offer are set forth in the Statement.

The Tender Offer is being made solely by means of the Statement. Under no circumstances shall this press release constitute an offer to purchase or sell or the solicitation of an offer to purchase or sell the 2030 Notes or any other securities of the Issuer or any other person, nor shall there be any offer or sale of any 2030 Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In addition, nothing contained herein constitutes a notice of redemption of the 2030 Notes. No recommendation is made as to whether holders of the 2030 Notes should tender their 2030 Notes.

Information Relating to the Tender Offer and the Consent Solicitation
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 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 Oslo Bors since May 21, 2026 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 Tender Offer, the Financing 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 Tender Offer including risks relating to the terms and conditions of the Tender Offer and the Financing 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 subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

The Board of Directors
Borr Drilling Limited
Hamilton, Bermuda

CONTACT:

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

This information was brought to you by Cision http://news.cision.com

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View original content:https://www.prnewswire.com/news-releases/borr-drilling-limited--announces-increase-in-tender-amount-for-notes-due-2030-302783872.html

SOURCE Borr Drilling Limited

FAQ

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

What change did Borr Drilling (BORR) announce to its 2030 Notes tender offer on May 28, 2026?

Borr Drilling increased the tender offer so its subsidiary may repurchase any and all 10.375% Senior Secured Notes due 2030. Previously capped at $447.3 million original principal, the offer now covers the full $877.1 million outstanding, subject to stated conditions.

How much of Borr Drilling's 10.375% 2030 Notes (BORR) are currently outstanding?

As of May 28, 2026, $877.1 million in original aggregate principal of Borr Drilling’s 2030 Notes is outstanding. According to the company, this equals $770.7 million in aggregate principal after amortization payments already made on the notes.

What is the financing condition for Borr Drilling's (BORR) expanded 2030 Notes tender offer?

The tender offer is conditioned on completing a new notes offering of at least $2,035 million in aggregate principal. According to Borr Drilling, terms of this new offering must be satisfactory to the issuer, which may also waive certain conditions at its discretion.

Does Borr Drilling's (BORR) May 28, 2026 update constitute an offer to sell or buy securities?

No, the May 28, 2026 announcement is for information only and does not itself constitute an offer to buy or sell securities. According to Borr Drilling, the tender offer is made solely through the Offer to Purchase and Consent Solicitation Statement.

Are the new securities in Borr Drilling's (BORR) financing plan registered under the Securities Act of 1933?

No, the new securities referenced have not been and will not be registered under the Securities Act of 1933. According to Borr Drilling, they may not be offered or sold in the United States without registration or a valid exemption from registration requirements.

Who manages Borr Drilling's (BORR) 2030 Notes tender offer and where can investors get documents?

Citigroup Global Markets acts as dealer manager and solicitation agent for the tender offer, while Global Bondholder Services is information, tender, and tabulation agent. According to Borr Drilling, investors can request the Offer to Purchase and related materials directly from Global Bondholder Services.