Borr Drilling Limited - Completion of Previously Announced Consent Solicitation and Tender Offer and Redemption of Remaining Senior Secured Notes due 2028 and 2030

Rhea-AI Summary

Borr Drilling (NYSE:BORR) completed its consent solicitation, tender offer and full redemption of its 10.000% senior secured notes due 2028 and 10.375% notes due 2030.

The company received consents on 94.11% of aggregate notes and used proceeds from new 2032 and 2034 senior secured notes to redeem all remaining outstanding notes on June 29, 2026.

Positive

• Valid tenders and consents received for 95.95% of 2028 Notes and 91.21% of 2030 Notes
• Total of 94.11% of aggregate principal amount of Notes tendered with consents
• $1.1B 8.750% 2032 notes and $935M 9.000% 2034 notes issued, satisfying financing condition
• All 2028 and 2030 Notes repurchased or redeemed by June 29, 2026
• Redemption price for remaining Notes aligned with tender price plus accrued interest, excluding early incentives

Negative

• None.

News Market Reaction – BORR

-3.44%

-3.44% News Effect

On the day this news was published, BORR declined 3.44%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms full retirement of legacy 2028 and 2030 notes, with tenders exceeding 90%...

Analysis

This announcement confirms full retirement of legacy 2028 and 2030 notes, with tenders exceeding 90% and remaining balances redeemed using new 2032 and 2034 issues. Investors may track ongoing debt costs, insider net selling, and future capital structure moves.

Key Figures

2028 notes original principal: $1,380,696,000 2030 notes original principal: $877,094,000 2028 notes tendered: $1,324,802,000 +5 more

8 metrics

2028 notes original principal $1,380,696,000 10.000% Senior Secured Notes due 2028 original amount issued

2030 notes original principal $877,094,000 10.375% Senior Secured Notes due 2030 original amount issued

2028 notes tendered $1,324,802,000 Aggregate original principal tendered in the Tender Offer for 2028 Notes

2030 notes tendered $799,984,000 Aggregate original principal tendered in the Tender Offer for 2030 Notes

2028 tender participation 95.95% Share of aggregate principal amount of 2028 Notes outstanding tendered

2030 tender participation 91.21% Share of aggregate principal amount of 2030 Notes outstanding tendered

New 2032 notes issue $1,100,000,000 8.750% Senior Secured Notes due 2032 issued June 10, 2026

New 2034 notes issue $935,000,000 9.000% Senior Secured Notes due 2034 issued June 10, 2026

Historical Context

5 past events · Latest: Jun 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 09	Tender pricing terms	Positive	-6.2%	Announced pricing terms for cash tender offer and consent solicitation for notes.
Jun 09	Early tender results	Positive	-6.2%	Reported strong early participation in tender offer and concurrent new notes pricing.
May 27	Tender amount increase	Positive	+0.6%	Increased 2030 notes tender cap to any and all outstanding, subject to financing.
May 27	New notes pricing	Positive	+0.6%	Priced upsized $2.035 billion senior secured notes due 2032 and 2034.
May 26	Investor presentation	Neutral	-3.4%	Published updated investor presentation on company website for shareholders and analysts.

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

Pattern Detected

Recent financing and investor updates have often seen downside volatility, even when terms appear constructive.

Key Terms

tender offer, consent solicitation, indenture, senior secured notes

4 terms

tender offer financial

"tender results of the previously announced offer by Borr IHC Limited (the "Issuer"), the Company's wholly-owned subsidiary, to purchase for cash (the "Tender Offer")"

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 financial

"and the related solicitation of consents (the "Consent Solicitation") from Holders to vote in favor of certain proposed amendments"

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.

indenture regulatory

"proposed amendments (the "Proposed Amendments") to the indenture dated November 7, 2023 (as amended or supplemented from time to time, the "Existing Indenture")"

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.

senior secured notes financial

"10.000% Senior Secured Notes due 2028 (the "2028 Notes") and (ii) any and all of its outstanding 10.375% Senior Secured Notes Due 2030 (the "2030 Notes""

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.

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

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HAMILTON, Bermuda, June 29, 2026 /PRNewswire/ -- Borr Drilling Limited (NYSE: BORR) (OSE: BORR) ("Borr Drilling" or the "Company") today announced the final tender results of the previously announced offer by Borr IHC Limited (the "Issuer"), the Company's wholly-owned subsidiary, to purchase for cash (the "Tender Offer") (i) any and all of its outstanding 10.000% Senior Secured Notes due 2028 (the "2028 Notes") and (ii) any and all of its outstanding 10.375% Senior Secured Notes Due 2030 (the "2030 Notes" and, together with the 2028 Notes, the "Notes"), and the related solicitation of consents (the "Consent Solicitation") from Holders to vote in favor of certain proposed amendments (the "Proposed Amendments") to the indenture dated November 7, 2023 (as amended or supplemented from time to time, the "Existing Indenture"), in each case pursuant to the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated May 26, 2026 (as amended or supplemented from time to time, the "Statement"). Capitalized terms used but not otherwise defined in this release have the meaning given in the Statement.

Final Tender Results
The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes  that were validly tendered and not validly withdrawn in the Tender Offer according to Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offer:

Notes	CUSIP / ISIN Numbers	Original Principal Amount Issued	Outstanding Principal Amount(1)	Aggregate Original Principal Amount Tendered in the Tender Offer	Factor	Tender Offer Consideration
					(2)	(3)
10.000% Senior Secured Notes Due 2028	Rule 144A: 100018 AA8 / US100018AA89Regulation S: G1467F AA1 / USG1467FAA15	$1,380,696,000.00	$1,128,129,659.88	$1,324,802,000	0.81707317	$998.36
10.375% Senior Secured Notes Due 2030	Rule 144A: 100018 AB6 / US100018AB62Regulation S: G1467F AB9 / USG1467FAB97	$877,094,000.00	$770,650,554.20	$799,984,000	0.87864078	$1,010.00

1. As of May 22, 2026. For the 2030 Notes, this reflects the initial aggregate original principal amount of 2030 Notes adjusted to reflect amortization in respect thereof. For the 2028 Notes, this reflects the initial aggregate original principal amount of 2028 Notes adjusted to reflect amortization in respect thereof.
2. The factor is a number that represents a fraction (expressed as a decimal rounded to 8 decimal digits) the numerator of which represents the unpaid principal amount of such series of securities as of May 22, 2026 and the denominator of which represents the initial principal amount outstanding of such series of securities (the "Factor"). The Tender Offer Consideration set forth in the table above is multiplied by the applicable Factor, which reflects the partial amortization of the Notes.
3. For each $1,000 original principal amount of Notes validly tendered and accepted for purchase and with respect to which the applicable Holder has provided its Consent, as applicable. This excludes Accrued Interest.

The Company has received valid and unrevoked tenders (and related Consents) of Notes representing 95.95% of the aggregate principal amount of the 2028 Notes outstanding and 91.21% of the aggregate principal amount of the 2030 Notes outstanding, representing 94.11% of the aggregate principal amount of the Notes outstanding.

In addition, pursuant to the terms of the Existing Indenture, as Holders of more than 90% of the aggregate original principal amount of the outstanding 2028 Notes and Holders of more than 90% of the aggregate original principal amount of the outstanding 2030 Notes validly tendered and did not withdraw Notes in the Tender Offer, the Issuer issued a notice to redeem all remaining Notes of each such series that remained outstanding (after giving effect to the purchase of tendered Notes on the Final Settlement Date).

On June 10, 2026, the Issuer completed its previously announced offering of $1,100,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2032 and $935,000,000 aggregate principal amount of 9.000% Senior Secured Notes due 2034 (together, the "New Notes") in satisfaction of the Financing Condition.

The Issuer announced today June 29, 2026 (the "Redemption Date") that it has completed the redemption of all of the remaining outstanding Notes. The Issuer redeemed the remaining outstanding Notes at a redemption price equal to the price offered to each tendering Holder (excluding any early tender or incentive fee) plus, to the extent not included in the payment to tendering Holders, accrued and unpaid interest, if any, to, but excluding, the Redemption Date, using the proceeds from its previously announced offering of New Notes described above. Following the Redemption Date, all of the Notes have been repurchased or redeemed.

The securities referred to herein in connection with the Financing Condition 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 Limited
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 Børs 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.

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

https://news.cision.com/borr-drilling-limited/r/borr-drilling-limited---completion-of-previously-announced-consent-solicitation-and-tender-offer-and,c4368785

The following files are available for download:

https://mb.cision.com/Public/16983/4368785/b56c92d826b34976.pdf

BORR Press Release - Final Tender Results and Redemption

View original content:https://www.prnewswire.com/news-releases/borr-drilling-limited--completion-of-previously-announced-consent-solicitation-and-tender-offer-and-redemption-of-remaining-senior-secured-notes-due-2028-and-2030-302813631.html

SOURCE Borr Drilling Limited

FAQ

What were the final tender offer results for Borr Drilling (BORR) senior secured notes in June 2026?

Borr Drilling reported that 94.11% of the aggregate principal amount of its 2028 and 2030 senior secured notes was validly tendered with consents. According to Borr Drilling, this included 95.95% of 2028 Notes and 91.21% of 2030 Notes outstanding.

What percentages of Borr Drilling's 2028 and 2030 notes were tendered in the 2026 offer (BORR)?

According to Borr Drilling, holders tendered 95.95% of the aggregate principal amount of the 2028 Notes and 91.21% of the 2030 Notes. These valid tenders and related consents enabled amendments and subsequent redemption of all remaining outstanding notes.

What new senior secured notes did Borr Drilling (BORR) issue in June 2026?

Borr Drilling issued $1,100,000,000 of 8.750% senior secured notes due 2032 and $935,000,000 of 9.000% senior secured notes due 2034. According to Borr Drilling, these “New Notes” satisfied the financing condition for its tender offer and redemptions.

When did Borr Drilling (BORR) redeem its remaining 2028 and 2030 senior secured notes and how was the price set?

Borr Drilling redeemed all remaining 2028 and 2030 Notes on June 29, 2026, the Redemption Date. According to Borr Drilling, the redemption price matched the tender offer price (excluding early incentives) plus accrued and unpaid interest to, but excluding, the Redemption Date.

How did the June 2026 consent solicitation affect Borr Drilling (BORR) noteholders?

The consent solicitation gathered sufficient consents from over 90% of each note series, enabling proposed indenture amendments. According to Borr Drilling, this level of participation allowed the issuer to redeem all remaining outstanding 2028 and 2030 Notes after the tender offer settlement.

How were the proceeds of Borr Drilling's 2032 and 2034 notes used in 2026 (BORR)?

Proceeds from the 2032 and 2034 senior secured notes were used to fund the redemption of remaining 2028 and 2030 Notes. According to Borr Drilling, following the June 29, 2026 Redemption Date, all such earlier Notes were repurchased or redeemed.