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High participation in Borr Drilling (NYSE: BORR) senior note tender and refinancing

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Borr Drilling Limited reports strong early participation in its cash tender offer and consent solicitation for its senior secured notes. As of the June 8, 2026 early deadline, holders tendered $1,324,402,000 of 10.000% Notes due 2028 and $794,306,000 of 10.375% Notes due 2030.

These tenders represent 95.92% of the original principal of the 2028 Notes and 90.56% of the 2030 Notes, or 93.84% of all Notes outstanding. The Issuer has also priced $1,100,000,000 of 8.750% Senior Secured Notes due 2032 and $935,000,000 of 9.000% Senior Secured Notes due 2034, with closing expected on June 10, 2026.

Because consents from 93.84% of Noteholders were obtained, supplemental indentures implementing covenant removals and collateral lien releases have been executed and will become operative on the early settlement date, subject to the stated conditions. The Issuer also intends to redeem remaining outstanding Notes, although such redemption is not assured.

Positive

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Insights

Borr Drilling advances a large bond refinancing with very high early tender uptake.

Borr Drilling, through its subsidiary, is replacing its 10.000% 2028 and 10.375% 2030 senior secured notes via a cash tender offer supported by a new issuance of $1,100,000,000 8.750% 2032 notes and $935,000,000 9.000% 2034 notes.

Early participation has been strong, with 95.92% of the 2028 Notes and 90.56% of the 2030 Notes tendered, totaling 93.84% of all Notes. This level of consent enabled execution of supplemental indentures that remove many covenants and release collateral liens once settlement conditions are met.

The early settlement is scheduled for June 10, 2026, with final settlement expected shortly after the June 24, 2026 expiration. Actual impact on Borr Drilling’s leverage profile and interest costs will depend on full completion of the new notes offering, tender, and any subsequent redemptions.

2028 Notes original principal $1,380,696,000 10.000% Senior Secured Notes due 2028 original principal amount issued
2028 Notes tendered $1,324,402,000 Aggregate original principal amount tendered by early deadline
2028 Notes tender percentage 95.92% Share of aggregate original principal amount of 2028 Notes outstanding
2030 Notes original principal $877,094,000 10.375% Senior Secured Notes due 2030 original principal amount issued
2030 Notes tendered $794,306,000 Aggregate original principal amount tendered by early deadline
2030 Notes tender percentage 90.56% Share of aggregate original principal amount of 2030 Notes outstanding
Overall notes tendered 93.84% Portion of aggregate original principal of all Notes outstanding
New notes issuance 2032 $1,100,000,000 at 8.750% Senior Secured Notes due 2032 priced on May 27, 2026
New notes issuance 2034 $935,000,000 at 9.000% Senior Secured Notes due 2034 priced on May 27, 2026
Tender Offer financial
"to purchase for cash (the “Tender Offer”) (i) any and all of its outstanding 10.000% Senior Secured Notes"
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.
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"
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.
Existing Indenture financial
"proposed amendments (the “Proposed Amendments”) to the indenture dated November 7, 2023 (as amended or supplemented from time to time, the “Existing Indenture”)"
Supplemental Indentures financial
"executed supplemental indentures to the Existing Indenture (the “Supplemental Indentures”), which implement the Increased Offer Proposed Amendments"
Supplemental indentures are formal amendments to the original contract that governs a bond or other debt, changing terms such as repayment schedule, interest, collateral, or borrower promises. They matter to investors because they can increase or reduce the risk and value of a security—like updating a rental agreement for new rules—so investors need to know whether protections were weakened, strengthened, or left unchanged.
Financing Condition financial
"New Notes Offering in connection with satisfaction of the Financing Condition."
Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.
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Form 6-K: How Foreign Companies Report to the SEC →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 6-K
 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
June 9, 2026
 
Commission File Number 001-39007
 

Borr Drilling Limited
 
S. E. Pearman Building
2nd Floor 9 Par-la-Ville Road
Hamilton HM11
Bermuda
(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F ☒ Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐


Exhibits
 
99.1
Press Release
 
 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BORR DRILLING LIMITED
     
Date: June 9, 2026
By:
/s/ Mi Hong Yoon
 
Name:
Mi Hong Yoon
 
Title:
Director


Exhibit 99.1

PRESS RELEASE

Borr Drilling Limited – Early Tender Results for its Previously Announced Consent Solicitation and Tender Offer and Early Settlement Date

Hamilton, Bermuda, June 9, 2026 – Borr Drilling Limited (NYSE and OSE: BORR) (“Borr Drilling” or the “Company”) today announced the early tender results, as of 5:00 p.m., New York City time, on June 8, 2026 (the “Early Tender/Consent Deadline”), in respect of the 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 (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 in this release but not otherwise defined have the meaning given in the Statement.

On May 27, 2026, the Issuer priced an offering of $1,100,000,000 8.750% Senior Secured Notes due 2032 and $935,000,000 9.000% Senior Secured Notes due 2034 (together, the “New Notes Offering”) in connection with satisfaction of the Financing Condition. The closing of the New Notes Offering is expected to occur on June 10, 2026 and is subject to customary closing conditions.

Early Tender Results
The Withdrawal/Revocation Time and the Early Tender/Consent Deadline passed at 5:00 p.m., New York City time, on June 8, 2026.

The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes (and related Consents) that were validly tendered and not validly withdrawn as of the Early Tender Time 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
  
Aggregate Original
Principal Amount
Tendered
           
(1)
    
10.000% Senior
Secured Notes Due
2028
  
Rule 144A: 100018 AA8 /US100018AA89
Regulation S: G1467F AA1 / USG1467FAA15
  
$1,380,696,000.00
  
$1,128,129,659.88
  
$1,324,402,000
                 
10.375% Senior
Secured Notes Due
2030
  
Rule 144A: 100018 AB6 / US100018AB62
Regulation S: G1467F AB9 / USG1467FAB97
  
$877,094,000.00
  
$770,650,554.20
  
$794,306,000

(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.

The Company has received valid and unrevoked tenders (and related Consents) of Notes representing 95.92% of the aggregate original principal amount of the 2028 Notes outstanding and 90.56% of the aggregate original principal amount of the 2030 Notes outstanding, representing 93.84% of the aggregate original principal amount of the Notes outstanding. Holders can no longer validly withdraw tenders of Notes (and revoke related delivered Consents) as the Withdrawal/Revocation Time has passed.

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 have validly tendered and not withdrawn Notes in the Tender Offer, the Issuer intends to redeem all remaining Notes of each such series that remain outstanding (after giving effect to the purchase of tendered Notes on the Early Settlement Date) 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 date of such redemption. The Issuer intends to issue a notice of redemption promptly on or after the Early Settlement Date with an anticipated redemption date of such remaining Notes on or promptly after the Final Settlement Date. However, there can be no assurance that any Notes will be so redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.

Because the Company received consents of Holders representing 93.84% of the outstanding aggregate principal amount of the Notes, such Notes having been validly tendered (and not validly withdrawn), on June 8, 2026, the Issuer and BNY Mellon Corporate Trustee Services Limited, as trustee, and Wilmington Trust (London) Limited, as security agent, among others, executed supplemental indentures to the Existing Indenture (the “Supplemental Indentures”), which implement the Increased Offer Proposed Amendments. The Increased Offer Proposed Amendments will (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 aggregate principal amount of the Notes then outstanding and (ii) release all Liens in the Collateral securing the Notes and disapply certain covenants relating to the Collateral.

The Supplemental Indentures will only become operative upon the Early Settlement Date (as defined below) if the relevant settlement conditions (as described under the caption “Conditions to Consummation of the Tender Offer and the Consent Solicitation” contained in the Statement) are satisfied or waived.

On the Early Settlement Date (as defined below), Holders who validly tendered their Notes (and related Consents) before the Early Tender/Consent Deadline are eligible to receive:

  (i)
for each $1,000 original principal amount of the 2028 Notes, an amount determined in the manner described in the Statement by reference to the Fixed Spread for the 2028 Notes specified on the front cover of the Statement over the applicable Reference Yield based on the bid-side price of the applicable Reference Security specified on the front cover of the Statement, and


(ii)
for each $1,000 original principal amount of the 2030 Notes, $1,060.00.

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”). Holders who validly tender their Notes (and related Consents) after the Early Tender/Consent Deadline but at or prior to the Expiration Time will not be eligible to receive the Total Consideration, but will be eligible to receive the Tender Offer Consideration on the Final Settlement Date (as defined in the Statement).

The Tender Offer Consideration or the Total Consideration, as applicable, will be multiplied by the applicable Factor (as defined in the Statement), 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 from the last interest payment date on such purchased Notes up to, but not including, the applicable Settlement Date.

Important Dates and Times
Pursuant to the terms and conditions of the Statement, the Issuer has elected to settle on June 10, 2026 the Notes tendered at or prior to the Early Tender/Consent Deadline (the “Early Settlement Date”).

The final settlement date will occur promptly following the Expiration Time and is expected to be the second business day after the date on which the Expiration Time occurs (the “Final Settlement Date”). 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 Early Settlement Date, 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 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

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


Source: View Original Filing on SEC EDGAR

FAQ

What did Borr Drilling (BORR) announce in this 6-K filing?

Borr Drilling announced early results of its cash tender offer and consent solicitation for its 10.000% 2028 and 10.375% 2030 senior secured notes, along with key dates and conditions for early and final settlement of the transaction.

How many Borr Drilling 2028 and 2030 notes were tendered early?

Holders tendered $1,324,402,000 of Borr Drilling’s 10.000% Senior Secured Notes due 2028 and $794,306,000 of its 10.375% Senior Secured Notes due 2030 by the early deadline, representing very high participation across both series of outstanding notes.

What percentage of Borr Drilling’s notes participated in the early tender?

The company received tenders representing 95.92% of the original principal of the 2028 Notes and 90.56% of the 2030 Notes. Overall, this equals 93.84% of the aggregate original principal amount of all senior secured notes targeted in the transaction.

What new notes is Borr Drilling issuing in connection with this transaction?

Borr Drilling’s subsidiary priced $1,100,000,000 of 8.750% Senior Secured Notes due 2032 and $935,000,000 of 9.000% Senior Secured Notes due 2034. The closing of this new notes offering is expected on June 10, 2026, subject to customary closing conditions.

When is the early settlement and final expiration for Borr Drilling’s tender offer?

The issuer elected an early settlement date of June 10, 2026 for notes tendered by the early deadline. The tender offer and consent solicitation are scheduled to expire at 5:00 p.m., New York City time, on June 24, 2026, unless extended or terminated earlier.

Will Borr Drilling redeem any remaining untendered notes?

Because more than 90% of each note series was tendered, the issuer intends to redeem remaining 2028 and 2030 notes at the same price offered to tendering holders, excluding early fees, plus accrued interest. The filing notes there can be no assurance any notes will be redeemed.

Filing Exhibits & Attachments

1 document

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