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Skadden, Arps, Slate, Meagher & Flom (UK) llp
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40 BANK STREET
CANARY WHARF
LONDON E14 5DS
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TEL: (020) 7519-7000
FAX: (020) 7519-7070
www.skadden.com
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April 29, 2019
Confidential
Draft Registration Statement
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 205498
Dear Sir/Madam,
Re: Borr Drilling Limited
Confidential Submission of the Draft
Registration Statement on Form F-1
On behalf of our client, Borr Drilling Limited, a foreign private issuer organized under the laws of Bermuda (the “Company”), we are hereby submitting a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering in the United States of the Company’s common shares, par value US$0.01 per share, via EDGAR to the Securities and Exchange
Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act, as amended (the “JOBS Act”). The Company confirms that it is an “emerging growth company” as defined in the JOBS Act and its securities have not been previously sold
pursuant to an effective registration statement under the Securities Act of 1933, as amended. The Company also confirms that it will publicly file the registration statement previously submitted on a confidential basis at least 15 days prior to any
road show in connection with the proposed offering.
SKADDEN,
ARPS, SLATE, MEAGHER & FLOM (UK) LLP, A LIMITED LIABILITY PARTNERSHIP REGISTERED UNDER THE LAWS OF THE
STATE
OF DELAWARE, IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY UNDER REFERENCE NUMBER 80014.
A
LIST OF THE FIRM'S PARTNERS IS OPEN TO INSPECTION AT THE ABOVE ADDRESS.
Financial Information
The Company has included in this submission its audited consolidated financial statements as of and for the years ended
December 31, 2017 and 2018. As an emerging growth company, the Company has omitted its financial statements for the year ended December 31, 2016, its selected financial information for the years before 2016 and its interim financial information
that it reasonably believes it will not be required to present separately at the time of the contemplated offering.
* * *
If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +44 20 7519 7183 or via e-mail at james.mcdonald@skadden.com.
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Very truly yours, |
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/s/ James A. McDonald |
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James A. McDonald |
cc: Svend Anton Maier, Chief Executive Officer,
Borr Drilling Limited
Rune Magnus Lundetrae, Chief Financial Officer, Borr Drilling Limited
Robert Hingley-Wilson, Chief Accounting Officer, Borr Drilling Limited
Michael Zeidel, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Gunnar Slettebø, Partner, PricewaterhouseCoopers AS
Catherine Gallagher, Partner, Baker Botts LLP