Borr Drilling Limited - Pricing Terms for its Previously Announced Consent Solicitation and Tender Offer for its Senior Secured Notes due 2028

Borr Drilling (NYSE: BORR) announced pricing terms for its cash tender offer and related consent solicitation for its senior secured notes.

Rhea-AI Summary

Borr Drilling (NYSE: BORR) announced pricing terms for its cash tender offer and related consent solicitation for its senior secured notes.

For the 10.000% Notes due 2028, total consideration is $1,048.36 per $1,000 original principal, multiplied by a Factor of 0.81707317, including a $2.50 consent payment and early tender payment, excluding accrued interest.

Holders may tender 2028 and 10.375% 2030 Notes and deliver consents until 5:00 p.m. New York City time, June 24, 2026, unless extended or terminated. Completion remains subject to financing, supplemental indenture and other conditions, which the issuer may waive, amend or cause to terminate the offer.

Positive

• Total consideration $1,048.36 per $1,000 original 2028 principal, before Factor
• Consent payment of $2.50 per $1,000 original 2028 principal for early tenders
• Tender offer open to any and all outstanding 2028 and 2030 Notes

Negative

• Tender offer subject to Financing, Supplemental Indenture and General Conditions
• Issuer may amend, extend or terminate the offer at its sole discretion
• Payment calculations for 2028 Notes reduced by 0.81707317 amortization Factor

Argus Jun 9 session

-6.56% close to close Open Argus

Details

News Market Reaction – BORR

In the Jun 9 session, BORR declined 6.56%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.6% in the session following this news. A negative reaction despite mainly technic...

Analysis

The stock moved -6.6% in the session following this news. A negative reaction despite mainly technical pricing details fits a pattern where debt-structure news sometimes coincided with pressure, such as the recent -6.15% move on early tender results. The stock already traded about 26.82% below its 52-week high, even while remaining above its $4.39 200-day average. Investors could focus on overall leverage levels, refinancing costs across the 2028–2034 stack, and whether further liability actions materially change the equity risk profile.

Key Figures

2028 Notes coupon: 10.000% Original principal 2028 Notes: $1,380,696,000.00 Outstanding principal 2028 Notes: $1,128,129,659.88 +5 more

2028 Notes coupon

10.000%

Senior Secured Notes due 2028

Original principal 2028 Notes

$1,380,696,000.00

Original principal amount issued for 2028 Notes

Outstanding principal 2028 Notes

$1,128,129,659.88

Outstanding principal amount of 2028 Notes as of May 22, 2026

Amortization factor

0.81707317

Factor reflecting unpaid vs initial principal for 2028 Notes

Total consideration per $1,000

$1,048.36

Total consideration for each $1,000 original principal of 2028 Notes

Consent payment

$2.50

Consent payment per $1,000 original principal for early tendered 2028 Notes

Early tender deadline

June 8, 2026, 5:00 p.m. NYC time

Deadline for early tender and consent for 2028 Notes

Tender offer expiration

June 24, 2026, 5:00 p.m. NYC time

Expiration time for Tender Offer and Consent Solicitation

Historical Context

5 past events · Latest: Jun 09

5 events

1. Jun 09

   Early tender results

   24h Move

   -6.2%

   Reported high participation in tender offer and new notes pricing.

2. May 27

   Tender terms change

   24h Move

   +0.6%

   Increased tender scope for 2030 notes to any-and-all outstanding.

3. May 27

   New notes pricing

   24h Move

   +0.6%

   Upsized $2.035B senior secured notes due 2032 and 2034 for refinancing.

4. May 26

   Investor materials

   24h Move

   -3.4%

   Published updated investor presentation outlining company positioning.

5. May 26

   Tender launch

   24h Move

   -3.4%

   Announced tender offers for 2028 and 2030 notes and related consents.

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

Key Terms

tender offer, consent solicitation, senior secured notes, rule 144a, +4 more

8 terms

tender offer financial

"to purchase for cash (the "Tender Offer") (i) any and all of its outstanding"

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"), in each case"

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.

senior secured notes financial

"any and all of its outstanding 10.000% Senior Secured Notes due 2028"

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.

rule 144a regulatory

"10.000% Senior Secured NotesDue 2028 | Rule 144A: 100018 AA8 / US100018AA89"

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.

regulation s regulatory

"Regulation S: G1467F AA1 / USG1467FAA15 | $1,380,696,000.00"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

u.s. treasury reference security financial

"U.S . Treasury Reference Security | Blomberg Reference Page"

A U.S. Treasury reference security is a specific U.S. government bond or note chosen as the benchmark that other Treasury instruments use to set yields, prices, or interest payments. Think of it as the labeled item on a store shelf that other similar products are compared to; investors use it as a common yardstick to judge value, gauge interest-rate expectations, and price trades, so changes in that reference can move returns and market behavior.

fixed spread financial

"Blomberg Reference Page | Fixed Spread | Total Consideration"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

indenture regulatory

"Conditions to Consummation of the Tender Offer and the Consent Solicitation," including the Financing Condition, the Supplemental Indenture Condition"

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.

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

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HAMILTON, Bermuda, June 9, 2026 /PRNewswire/ -- Borr Drilling Limited (NYSE: BORR) (OSE: BORR) ("Borr Drilling" or the "Company") today announced the pricing terms of its previously announced offer by Borr IHC Limited, its wholly-owned subsidiary (the "Issuer"), 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 (together with the 2028 Notes, the "Notes"), and the related solicitation of consents (the "Consent Solicitation"), 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 in this release but not otherwise defined have the meaning given in the Statement. 

The table below indicates, among other things, the Total Consideration for each $1,000 original principal amount of the 2028 Notes validly tendered at or prior to 5:00 p.m., New York City time, on June 8, 2026, as calculated at 10:00 a.m. (New York City time) today, June 9, 2026 (the "Price Determination Date") in accordance with the terms of the Statement:

Notes	CUSIP / ISIN                                     Numbers	Original Principal Amount Issued	Outstanding Principal Amount	Factor	U.S. Treasury Reference Security	Blomberg Reference Page	Fixed Spread	Total                                     Consideration
			(1)	(2)				(2)(3)(4)
10.000% Senior Secured NotesDue 2028	Rule 144A: 100018 AA8 / US100018AA89Regulation S: G1467F AA1 / USG1467FAA15	$1,380,696,000.00	$1,128,129,659.88	0.81707317	2.000% UST due November 15, 2026	FIT3	+50	$1,048.36(5)

           

1. As of May 22, 2026. This reflects an 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 and the denominator which represents the initial principal amount outstanding of such series of securities (the "Factor"). The Total Consideration will be the amount set forth in the table above multiplied by the applicable Factor, which reflects the partial amortization of the 2028 Notes.
   
   
3. For each $1,000 original principal amount of 2028 Notes validly tendered and accepted for purchase and with respect to which the applicable Holder has provided its Consent. The Early Tender Payment includes a Consent Payment of $2.50 for each $1,000 original principal amount of 2028 Notes. Holders that validly tender their 2028 Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such 2028 Notes and therefore do not validly revoke the related Consents) will be eligible to receive the Consent Payment of $2.50 per $1,000 original principal amount of 2028 Notes in respect of such 2028 Notes.
   
   
4. Excludes Accrued Interest, which will be paid in addition to the Total Consideration.
   
   
5. The Total Consideration for the 2028 Notes validly tendered has been determined in the manner described in the Statement by reference to the fixed spread (the "Fixed Spread") specified above plus the yield (the "Reference Yield") based on the bid-side price of the U.S. Treasury Reference Security specified above (the "Reference Security") as quoted on the Bloomberg Bond Trader FIT3 series of pages (the "Reference Page") as of the Price Determination Date, which includes the Early Tender Payment (including the Consent Payment).

Holders may continue to tender their Notes (and thereby deliver Consents) until 5:00 p.m., New York City time, on June 24, 2026, in respect of the Tender Offer and Consent Solicitation, unless extended or earlier terminated by the Issuer in its sole discretion, subject to applicable law (the "Expiration Time").

The Issuer reserves the right in its sole discretion, subject to applicable law, to (i) waive prior to the Expiration Time any and all conditions to the Tender Offer; (ii) extend the Expiration Time; (iii) amend the terms of the Tender Offer and Consent Solicitation in any respect; or (iv) terminate, withdraw or otherwise decide not to proceed with the Tender Offer and Consent Solicitation at any time prior to or at the Expiration Time and not accept for purchase or payment any Notes not theretofore accepted for purchase or payment.

The Issuer's obligations to accept for purchase and pay for Notes pursuant to the Tender Offer and the Consent Solicitation is subject to the satisfaction of, or where applicable, the Issuer's waiver of, the conditions set forth under "Conditions to Consummation of the Tender Offer and the Consent Solicitation," including the Financing Condition, the Supplemental Indenture Condition, and the General Conditions as described in the Statement.

Information Relating to the Tender Offer and the Consent Solicitation
The Company has engaged 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 for the Tender Offer and the Consent Solicitation, (ii) the Tender Agent for the Tender Offer and (iii) 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 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 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.

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 and Consent Solicitation, including expected settlement dates, 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 and Consent Solicitation 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

https://news.cision.com/borr-drilling-limited/r/borr-drilling-limited---pricing-terms-for-its-previously-announced-consent-solicitation-and-tender-o,c4359874

The following files are available for download:

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BORR Press Release - Tender Price Determination

View original content:https://www.prnewswire.com/news-releases/borr-drilling-limited--pricing-terms-for-its-previously-announced-consent-solicitation-and-tender-offer-for-its-senior-secured-notes-due-2028-302795656.html

SOURCE Borr Drilling Limited

FAQ

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

What are the pricing terms of Borr Drilling's 2026 tender offer for its 2028 senior secured notes (NYSE: BORR)?

Borr Drilling set total consideration at $1,048.36 per $1,000 original 2028 principal, multiplied by a 0.81707317 Factor. According to Borr Drilling, this includes the early tender payment and $2.50 consent payment, but excludes accrued interest, which is paid separately.

What is the consent payment in Borr Drilling's 2026 consent solicitation for its 2028 notes (BORR)?

The consent payment is $2.50 per $1,000 original principal of 2028 notes for eligible early tenders. According to Borr Drilling, holders must tender by the Early Tender/Consent Deadline and not withdraw their notes to receive this payment as part of total consideration.

Until when can investors tender Borr Drilling's 2028 and 2030 senior secured notes in 2026 (BORR)?

Investors can tender notes and deliver consents until 5:00 p.m. New York City time on June 24, 2026. According to Borr Drilling, the issuer may extend, terminate or amend the tender offer and consent solicitation subject to applicable law.

What conditions must be satisfied for Borr Drilling's 2026 tender offer for senior secured notes to be completed?

Completion is subject to a Financing Condition, a Supplemental Indenture Condition, and General Conditions. According to Borr Drilling, the issuer may waive certain conditions, but retains the right not to accept any notes if conditions are not satisfied or waived.

How is the total consideration for Borr Drilling's 2028 notes calculated using the U.S. Treasury reference security?

The total consideration uses a fixed spread over the yield of a 2.000% U.S. Treasury due November 15, 2026. According to Borr Drilling, the yield is based on the FIT3 Bloomberg page as of the price determination date, then combined with the fixed spread.

Who is managing Borr Drilling's 2026 tender offer and consent solicitation for its senior secured notes (BORR)?

Citigroup Global Markets is the dealer manager and solicitation agent for the tender offer and consent solicitation. According to Borr Drilling, Global Bondholder Services acts as information agent, tender agent and tabulation agent, providing documentation and processing tenders and consents for noteholders.

Does Borr Drilling's 2026 tender offer for its senior secured notes include accrued interest payments?

Yes, accrued interest is paid in addition to the total consideration for purchased notes. According to Borr Drilling, the stated total consideration for 2028 notes excludes accrued interest, which will be paid separately to holders whose notes are accepted in the tender offer.