Borr Drilling Limited - Announces Pricing of $260 million of 3.50% Convertible Senior Notes due 2033

Borr Drilling (NYSE: BORR) priced $260 million of 3.50% convertible senior notes due 2033 with a 13-day $40 million overallotment option.

Rhea-AI Summary

Borr Drilling (NYSE: BORR) priced $260 million of 3.50% convertible senior notes due 2033 with a 13-day $40 million overallotment option. The Notes convert at 125.0000 shares per $1,000 (≈ $8.00 per share), pay semiannual interest starting Nov 1, 2026, and mature May 1, 2033.

The company intends to use proceeds to repurchase its 2028 convertible bonds and for general corporate purposes; it agreed to repurchase $195.2 million principal of 2028 bonds for $224.5 million, including accrued interest.

Positive

• $260M convertible notes issued at 3.50% interest
• Initial conversion price of approximately $8.00 per share
• Proceeds earmarked to repurchase $195.2M of 2028 bonds

Negative

• Repurchase cost of 2028 bonds totals $224.5M, a cash premium
• Potential substantial market share purchases by hedged holders may materially affect trading volume and price
• Conversion could dilute shareholders if converted into common shares

Argus Apr 15 session

-3.51% close to close Open Argus

Details

News Market Reaction – BORR

On Apr 15, the day this news came out, BORR closed 3.51% below the previous close.

Data tracked by StockTitan Argus for the Apr 15 session.

Key Figures

Convertible notes size: $260 million Over-allotment option: $40 million Coupon rate: 3.5% per annum +5 more

Convertible notes size

$260 million

Aggregate principal amount of new notes due 2033

Over-allotment option

$40 million

Additional notes to cover over-allotments

Coupon rate

3.5% per annum

Interest on convertible senior notes, paid semi-annually

Conversion rate

125.0000 shares per $1,000

Initial conversion rate into common shares

Conversion price

$8.00 per share

Initial implied conversion price of the notes

Repurchase amount 2028 bonds

$195.2 million

Principal of 2028 Convertible Bonds to be repurchased

Repurchase consideration

$224.5 million

Total paid for 2028 Convertible Bonds including accrued interest

Redemption trigger level

130% of conversion price

Share price condition for optional redemption after May 5, 2030

Historical Context

5 past events · Latest: Apr 13

5 events

1. Apr 13

   Operational update

   24h Move

   +1.0%

   Fleet disruptions easing and 2026 contract coverage and dayrates detailed.

2. Apr 07

   AGM notice

   24h Move

   +1.0%

   Annual General Meeting date and record date for voting announced.

3. Apr 01

   Contract wins

   24h Move

   +1.2%

   New contract commitments and extensions for four premium jack-up rigs.

4. Mar 26

   Annual report filing

   24h Move

   +2.2%

   Form 20-F filed outlining 2025 performance and risk profile.

5. Mar 25

   AGM scheduling

   24h Move

   +6.5%

   Annual General Meeting scheduled with record date set for shareholders.

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, rule 144a, qualified institutional buyers, fundamental change, +3 more

7 terms

convertible senior notes financial

"announced the pricing of $260 million in aggregate principal amount senior notes due in 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.

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.

qualified institutional buyers financial

"aggregate principal amount senior notes due in 2033 ... to qualified institutional buyers"

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.

fundamental change financial

"If we undergo a fundamental change (as defined in the indenture that will govern the Notes)"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

indenture financial

"fundamental change (as defined in the indenture that will govern the Notes)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

private offering memorandum financial

"pursuant to Rule 144A ... by means of a private offering memorandum"

A private offering memorandum is a detailed disclosure document used when securities are sold privately rather than on public markets; it lays out what the investment is, how it works, the fees and terms, the company’s financials, and the main risks. Think of it as a full information packet or brochure you get before buying a complex product—investors use it to compare opportunities, spot red flags, understand legal rights and limits on resale, and decide whether the potential reward justifies the risk.

over-allotments financial

"up to an additional $40 million ... solely to cover over-allotments, if any"

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.

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

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HAMILTON, Bermuda, April 15, 2026 /PRNewswire/ -- Borr Drilling Limited (NYSE: BORR) and (Euronext Growth Oslo: BORR) ("Borr Drilling" or the "Company") today announced the pricing of $260 million in aggregate principal amount senior notes due in 2033 (the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company has also granted 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 $40 million aggregate principal amount of the Notes, solely to cover over-allotments, if any, in connection with the offering. The offering is expected to close on or about April 17, 2026, subject to the satisfaction of customary closing conditions.

The Notes will be senior, unsecured obligations of the Company, bear interest at a rate of 3.5% per annum, payable semi-annually, beginning on November 1, 2026, mature on May 1, 2033, and be convertible into the Company's common shares, cash, or a combination of shares and cash, at the Company's election. The conversion rate for the Notes will initially equal 125.0000 common shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $8.00 per common share. The conversion rate is subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), at our option at any time, and from time to time, on or after May 5, 2030 if the last reported sale price of our common shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If we undergo a fundamental change (as defined in the indenture that will govern the Notes), holders may require us to purchase the Notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. 

The Company intends to use the 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 our existing convertible bonds due 2028 (the "2028 Convertible Bonds"), and for general corporate purposes. 

The Company has agreed with certain holders of the 2028 Convertible Bonds to repurchase $195.2 million aggregate principal amount of the 2028 Convertible Bonds for $224.5 million, including accrued interest. The Company expects that holders of the 2028 Convertible Bonds who agree to have their 2028 Convertible Bonds 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, 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.

The Notes sold in the offering were only offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum.

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 offering of convertible notes, the terms thereof and intended use of proceeds including the repurchase of 2028 Convertible Bonds 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 offering of convertible notes and the use of proceeds, 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 Magnus Vaaler, CFO in the Company, on the date and time provided herein.

The Board of Directors
Borr Drilling Limited
Hamilton, Bermuda

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

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

https://news.cision.com/borr-drilling-limited/r/borr-drilling-limited---announces-pricing-of--260-million-of-3-50--convertible-senior-notes-due-2033,c4334983

 

 

View original content:https://www.prnewswire.com/news-releases/borr-drilling-limited--announces-pricing-of-260-million-of-3-50-convertible-senior-notes-due-2033--302742709.html

SOURCE Borr Drilling Limited

FAQ

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

What are the key terms of BORR's April 15, 2026 convertible notes offering?

The offering priced $260 million of 3.50% convertible senior notes due 2033. According to the company, the Notes convert at 125.0000 shares per $1,000 principal (≈ $8.00 per share) and pay interest semiannually starting November 1, 2026.

How does BORR plan to use proceeds from the $260 million convertible notes?

Proceeds will be used to repurchase existing convertible bonds and for general corporate purposes. According to the company, it agreed to repurchase $195.2 million principal of 2028 bonds for $224.5 million, including accrued interest.

Will BORR's new Notes cause shareholder dilution for BORR (NYSE: BORR)?

Conversion of the Notes could dilute existing shareholders if settled in shares. According to the company, Notes may convert into common shares, cash, or a mix at the company's election, so dilution depends on settlement choices and conversions.

When can BORR redeem the 3.50% convertible senior notes due 2033?

BORR may redeem the Notes on or after May 5, 2030 subject to conditions. According to the company, redemption requires the share price to be at least 130% of the conversion price for 20 of 30 trading days and is at 100% principal plus accrued interest.

What is the over-allotment option in BORR's convertible notes offering?

Initial purchasers have a 13-day option to buy up to an additional $40 million aggregate principal amount. According to the company, this option covers potential over-allotments and is exercisable from issuance date inclusive for 13 days.

Could BORR's debt repurchase activity affect BORR share trading after April 2026?

Yes; hedged holders may buy shares or trade derivatives, impacting share supply and price. According to the company, such unwind activity could be substantial relative to historic average daily volume and may raise or lower the market price.