STOCK TITAN

Borr Drilling (NYSE: BORR) boosts tender for 2030 senior notes

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Borr Drilling Limited reports that its subsidiary Borr IHC Limited has expanded its cash tender offer for its 10.375% Senior Secured Notes due 2030 from a cap of $447.3 million in original principal amount to any and all of the 2030 Notes outstanding. As of the announcement date, 2030 Notes with $877.1 million in original aggregate principal amount, or $770.7 million after amortization, remain outstanding. The obligation to purchase tendered notes is conditioned on completing a related New Notes Offering with aggregate principal of at least $2,035 million on terms satisfactory to the issuer.

Positive

  • None.

Negative

  • None.

Insights

Borr is pursuing a full refinancing of its 2030 notes via an expanded tender offer and large new notes issue.

Borr Drilling is shifting from a capped liability management exercise to a potential full takeout of its 10.375% notes due 2030. The tender limit moves from $447.3 million in original principal to any and all notes outstanding, indicating willingness to retire the entire series if conditions are met.

The tender is now explicitly tied to a New Notes Offering of at least $2,035 million in aggregate principal amount, on terms the issuer finds satisfactory. This links debt reduction or reprofiling to successful placement of new securities, so execution risk centers on market appetite for the new notes.

For investors in the 2030 Notes, key variables are ultimate take-up of the tender and final terms of the New Notes Offering. Subsequent company filings and transaction documents will clarify pricing, maturities and any residual amount of the 2030 Notes that remain outstanding after the offer.

Prior tender cap $447.3 million original principal Initial limit on 2030 Notes tenderable
Outstanding 2030 Notes (original) $877.1 million Original aggregate principal amount outstanding at announcement
Outstanding 2030 Notes (after amortization) $770.7 million Aggregate principal after amortization payments
New Notes Offering size condition $2,035 million Minimum aggregate principal for New Notes Offering
Coupon on 2030 Notes 10.375% Interest rate on Senior Secured Notes due 2030
cash tender offer financial
"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.
Senior Secured Notes financial
"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.
New Notes Offering financial
"including, among other things, the completion of the New Notes Offering in aggregate principal amount equal to at least $2,035 million"
safe harbor regulatory
"forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What change did Borr Drilling (BORR) make to its 2030 notes tender offer?

Borr Drilling’s subsidiary expanded its cash tender offer from a cap of $447.3 million in original principal amount to cover any and all outstanding 10.375% Senior Secured Notes due 2030. The offer remains subject to the conditions described in the Offer to Purchase.

How much of Borr Drilling’s 2030 notes are currently outstanding?

As of the announcement, Borr Drilling’s 10.375% Senior Secured Notes due 2030 have $877.1 million in original aggregate principal outstanding, equal to $770.7 million after adjusting for amortization payments, all of which are now potentially eligible for the tender offer.

What financing condition applies to Borr Drilling’s expanded tender offer?

The issuer’s obligation to buy tendered 2030 notes depends on completing a New Notes Offering with at least $2,035 million aggregate principal amount. The terms must be satisfactory to the issuer in its sole discretion, as described in the Offer to Purchase and Consent Solicitation Statement.

Does Borr Drilling’s announcement constitute an offer to sell new securities?

No. The company states the announcement is for information only and does not constitute an offer to sell or solicitation to buy any securities. Any offers will be made solely under the Offer to Purchase and related documents, and only where legally permitted.

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
 
May 27, 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: May 28, 2026
By:
/s/ Mi Hong Yoon
 
Name:
Mi Hong Yoon
 
Title:
Director




Exhibit 99.1

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

Hamilton, Bermuda, May 27, 2026 – Borr Drilling Limited (NYSE and 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

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


2

Filing Exhibits & Attachments

1 document