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Borr Drilling (NYSE: BORR) prices tender offer for 2028 senior secured notes

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6-K

Rhea-AI Filing Summary

Borr Drilling Limited has set pricing terms for a cash tender offer by its subsidiary Borr IHC Limited to purchase any and all of its outstanding 10.000% Senior Secured Notes due 2028 and 10.375% Senior Secured Notes due 2030, alongside a related consent solicitation.

For the 10.000% Notes due 2028, holders who tendered by June 8, 2026 are offered total consideration of $1,048.36 per $1,000 original principal amount, based on a pricing formula tied to the 2.000% U.S. Treasury due November 15, 2026 plus a 50 basis point spread. The outstanding principal amount of these 2028 Notes is $1,128,129,659.88, compared with an original issuance of $1,380,696,000. Holders may continue to tender their Notes and deliver consents until 5:00 p.m., New York City time, on June 24, 2026, subject to the issuer’s right to waive conditions, extend, amend, or terminate the offer, including conditions related to financing, a supplemental indenture, and general conditions described in the offer documentation.

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Insights

Borr Drilling launches cash tender to retire high‑coupon notes.

Borr Drilling Limited is offering cash to repurchase its 10.000% 2028 Senior Secured Notes and 10.375% 2030 Notes through a tender offer and consent solicitation. The 2028 Notes pricing uses a reference U.S. Treasury plus a fixed 50 basis point spread.

The total consideration of $1,048.36 per $1,000 principal for 2028 Notes implies a premium to face value, which is typical for voluntary early redemptions of high-coupon debt. The filing notes $1,128,129,659.88 of these notes outstanding, indicating a sizable potential reduction in secured debt if participation is high.

Completion depends on conditions described in the Statement, including a Financing Condition and a Supplemental Indenture Condition. Actual impact on leverage and interest expense will depend on how many holders tender by the June 24, 2026 expiration and whether all stated conditions are satisfied or waived.

Coupon rate 2028 Notes 10.000% per annum Senior Secured Notes due 2028
Outstanding 2028 Notes $1,128,129,659.88 Principal amount outstanding before tender offer
Original 2028 issuance $1,380,696,000.00 Original principal amount issued
Tender consideration 2028 Notes $1,048.36 per $1,000 Total consideration for notes tendered by June 8, 2026
Reference U.S. Treasury 2.000% UST due Nov 15, 2026 Pricing benchmark for 2028 Notes tender
Fixed spread +50 basis points Spread over reference U.S. Treasury for pricing
Tender offer expiration 5:00 p.m. NY time, June 24, 2026 Deadline for tender and consents unless extended
Amortization factor 0.81707317 Factor applied to 2028 Notes in pricing table
Tender Offer financial
"offer by Borr IHC Limited, its wholly-owned subsidiary (the “Issuer”), 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.
Senior Secured Notes financial
"any and all of its outstanding 10.000% Senior Secured Notes due 2028 (the “2028 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.
Financing Condition financial
"including the Financing Condition, the Supplemental Indenture Condition, and the General Conditions"
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.
Supplemental Indenture Condition financial
"including the Financing Condition, the Supplemental Indenture Condition, and the General Conditions as described"
Information Agent financial
"Global Bondholder Services Corporation is acting as (i) the Information Agent for the Tender Offer"
An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.
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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 – Pricing Terms for its Previously Announced Consent Solicitation and Tender Offer for its Senior Secured Notes due 2028

Hamilton, Bermuda, June 9, 2026 – Borr Drilling Limited (NYSE and 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
Notes

Due 2028
  
Rule 144A: 100018
AA8 / US100018AA89

Regulation 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

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 regarding its senior secured notes?

Borr Drilling announced pricing terms for a cash tender offer and consent solicitation for its 10.000% 2028 Senior Secured Notes and 10.375% 2030 Senior Secured Notes, allowing holders to tender their notes for cash under specified conditions and timelines.

What is the cash consideration for Borr Drilling’s 10.000% Notes due 2028?

Holders of Borr Drilling’s 10.000% Senior Secured Notes due 2028 who tendered by June 8, 2026 receive total consideration of $1,048.36 per $1,000 original principal amount, calculated using a reference 2.000% U.S. Treasury due November 15, 2026 plus a 50 basis point spread.

How much of Borr Drilling’s 10.000% 2028 Notes are currently outstanding?

The outstanding principal amount of Borr Drilling’s 10.000% Senior Secured Notes due 2028 is $1,128,129,659.88, compared with an original principal amount issued of $1,380,696,000. This represents the maximum amount of that series eligible for repurchase in the tender offer.

What conditions apply to Borr Drilling’s tender offer for its notes?

The issuer’s obligation to purchase notes is subject to conditions described in the offer documentation, including a Financing Condition, a Supplemental Indenture Condition, and General Conditions. The issuer may waive certain conditions, extend the offer, amend its terms, or terminate it before the expiration time.

Filing Exhibits & Attachments

1 document

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