0001140361-21-043124.txt : 20211228 0001140361-21-043124.hdr.sgml : 20211228 20211227183350 ACCESSION NUMBER: 0001140361-21-043124 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211227 FILED AS OF DATE: 20211228 DATE AS OF CHANGE: 20211227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Borr Drilling Ltd CENTRAL INDEX KEY: 0001715497 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39007 FILM NUMBER: 211521693 BUSINESS ADDRESS: STREET 1: THISTLE HOUSE STREET 2: 4 BURNABY STREET CITY: HAMILTON HM 11 STATE: D0 ZIP: 0000 BUSINESS PHONE: 4722483000 MAIL ADDRESS: STREET 1: THISTLE HOUSE STREET 2: 4 BURNABY STREET CITY: HAMILTON HM 11 STATE: D0 ZIP: 0000 6-K 1 brhc10032298_6k.htm 6-K
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
 
December 27, 2021
 
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
 
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: December 27, 2021
By:
/s/ Georgina Sousa
 
Name:
Georgina Sousa
 
Title:
Director


EX-99.1 2 brhc10032298_99-1.htm EXHIBIT 99.1
Exhibit 99.1

BORR DRILLING LIMITED – CONTEMPLATED EQUITY OFFERING OF USD 30 MILLION
 
Hamilton, Bermuda, 27 December 2021
 
Borr Drilling Limited (the “Company”) (NYSE and OSE: “BORR”) announces that in connection with its recently announced agreement to refinance and defer $1.4 billion of debt maturities and yard instalments to 2025, the Company is contemplating to offer approximately USD 30 million in new depository receipts (the "Offer Shares"), representing the beneficial interests in the same number of the Company’s underlying common shares, each with a par value of USD 0.10 (the “Equity Offering”).
 
Certain investors have pre-committed to subscribe for Offer Shares in the Equity Offering in the amount exceeding USD 30 million.
 
The net proceeds from the Equity Offering will be used for repayment to yards, to strengthen the Company’s working capital and for general corporate purposes.
 
Completion of the Equity Offering is subject to: (i) board approvals by the Singaporean yards for amendments to and refinancing of the Company's financing arrangements with the yards to refinance and defer debt maturities and instalments to 2025; (ii) obtaining such approvals and waivers as we deem necessary and appropriate from the Company’s other creditors, including Hayfin and the lenders in the Senior Secured Facilities; (iii) the Company's Board approving the transaction; (iv) the Company's Board resolving to consummate the Equity Offering and allocate the Offer Shares. Each applicant acknowledges that the Equity Offering may be cancelled if the conditions are not fulfilled.
 
Settlement of the Equity Offering is expected mid-January 2022, subject to fulfillment of the conditions described above.
 
No Offer Shares will be offered or sold to the public in the United States or in transactions on the NYSE. The Equity Offering will be carried out as a private placement, and the Board is of the opinion that this is in the best interest of the Company and its shareholders. The Board has taken into consideration, among other things, the fact that the Equity Offering will provide necessary liquidity and raise capital more quickly and, at an attractive price, compared to a rights issue.
 
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
 
Important note
 
This announcement is not being made in or into Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The shares referred to herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under that Act.
 
Forward looking statements
 
This announcement includes forward looking statements, including statements with respect to the contemplated equity raise, the conditions to the equity raise, use of proceeds and other non-historical statements.  These forward-looking statements are subject to risks and uncertainties, including risks relating to the contemplated equity raise and whether the conditions to the equity raise will be met and other risks included in our filings with the Securities and Exchange Commission including those set forth under "Risk Factors" in our annual report on Form 20-F for the year ended December 31, 2020 and in prospectuses filed with the Norwegian Financial Supervisory Authority (FSA).