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

Rhea-AI Summary

Borr Drilling (NYSE: BORR) reported early tender results for its cash tender offer and consent solicitation for 10.000% 2028 and 10.375% 2030 senior secured notes. Holders representing 95.92% of 2028 notes and 90.56% of 2030 notes (93.84% combined) have tendered.

The issuer priced a $1.1 billion 8.750% 2032 and $935 million 9.000% 2034 senior secured notes offering, expected to close June 10, 2026. Early settlement of tendered notes is also set for June 10, 2026, with the offer expiring June 24, 2026, unless extended.

Positive

• High early participation: 95.92% of 2028 notes and 90.56% of 2030 notes tendered
• 93.84% of aggregate original principal amount of notes tendered and consented
• New notes offering of $1.1 billion 8.750% 2032 and $935 million 9.000% 2034 priced
• Early settlement date set for June 10, 2026 for notes tendered by deadline
• Issuer intends to redeem remaining notes at tender price (excluding early fee), plus accrued interest
• Supplemental indentures executed to remove many covenants and release collateral liens, subject to conditions

Negative

• Large new debt issuance totaling $2.035 billion in 2032 and 2034 senior secured notes
• New notes carry high fixed coupons of 8.750% and 9.000%
• Completion of tender offer and related amendments remains subject to multiple conditions and potential termination
• Issuer may choose not to redeem remaining notes; redemption is not assured

News Market Reaction – BORR

-6.56%

34 alerts

-6.56% Session close to close

-5.1% Trough in 2 hr 14 min

$1.44B Market Cap

1.4x Rel. Volume

In the Jun 9 session, BORR declined 6.56%, reflecting a notable negative market reaction. Argus tracked a trough of -5.1% from its starting point during tracking. Our momentum scanner triggered 34 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.6% in the session following this news. A negative reaction despite substantial ea...

Analysis

The stock moved -6.6% in the session following this news. A negative reaction despite substantial early tender participation—95.92% for 2028 notes and 90.56% for 2030 notes—would fit a cautious stance toward leverage and refinancing complexity. Recent filings show a sizable debt load, and the new notes add long-dated obligations even as older issues are retired. Weakness could also reflect concern about execution risk around settlement dates and covenant changes implemented via the consent solicitation.

Key Figures

New notes 2032: $1,100,000,000 8.750% notes due 2032 New notes 2034: $935,000,000 9.000% notes due 2034 2028 notes original: $1,380,696,000 original principal +5 more

8 metrics

New notes 2032 $1,100,000,000 8.750% notes due 2032 New Senior Secured Notes Offering priced May 27, 2026

New notes 2034 $935,000,000 9.000% notes due 2034 New Senior Secured Notes Offering priced May 27, 2026

2028 notes original $1,380,696,000 original principal 10.000% Senior Secured Notes due 2028 (original issued)

2028 notes tendered $1,324,402,000 tendered Aggregate original principal tendered by Early Tender Deadline

2030 notes original $877,094,000 original principal 10.375% Senior Secured Notes due 2030 (original issued)

2030 notes tendered $794,306,000 tendered Aggregate original principal tendered by Early Tender Deadline

Tender participation 2028 95.92% of 2028 notes Percent of aggregate original principal outstanding tendered

Tender participation 2030 90.56% of 2030 notes Percent of aggregate original principal outstanding tendered

Historical Context

5 past events · Latest: May 27 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 27	Tender offer increase	Neutral	+0.6%	Expanded 2030 notes tender from capped amount to any and all outstanding.
May 27	Notes pricing	Neutral	+0.6%	Priced upsized $2.035B senior secured notes due 2032 and 2034.
May 26	Investor presentation	Neutral	-3.4%	Released updated investor presentation on corporate and market positioning.
May 26	Tender offer launch	Neutral	-3.4%	Launched tender offers for 2028 and 2030 notes plus consent solicitation.
May 26	Debt offering launch	Neutral	-3.4%	Announced planned $1.6B senior secured notes offering to refinance debt.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has focused on debt refinancing and tender offers, with generally modest share price reactions, suggesting the market has been processing this balance sheet reshaping without sharp dislocations.

Recent Company History

Over late May 2026, Borr Drilling issued several announcements tied to its capital structure. It launched cash tender offers for its 10.000% 2028 notes and 10.375% 2030 notes and then increased the 2030 tender to any-and-all, alongside a new senior secured notes offering that was upsized to $2.035 billion. An investor presentation accompanied these moves. Price reactions were modestly positive or mildly negative, indicating steady digestion of the refinancing plan that today’s high early tender participation further advances.

Key Terms

senior secured notes, tender offer, consent solicitation, indenture, +4 more

8 terms

senior secured notes financial

"10.000% Senior Secured Notes due 2028 (the "2028 Notes") and (ii) any and all..."

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.

tender offer financial

"to purchase for cash (the "Tender Offer") (i) any and all of its outstanding..."

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.

View in glossary

consent solicitation financial

"and the related solicitation of consents (the "Consent Solicitation") from Holders..."

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture financial

"to the indenture dated November 7, 2023 (as amended or supplemented..."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

collateral financial

"release all Liens in the Collateral securing the Notes and disapply certain..."

Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.

View in glossary

liens financial

"release all Liens in the Collateral securing the Notes and disapply..."

Liens are legal claims or rights that a creditor has over a person's property, such as a home or car, as a way to secure repayment of a debt. If the debt remains unpaid, the creditor may have the authority to take or sell the property to recover what is owed. For investors, liens can affect the value or sale of property and represent a potential risk or priority in getting paid during financial disputes.

reference yield financial

"by reference to the Fixed Spread for the 2028 Notes ... over the applicable Reference Yield..."

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

redemption price financial

"redeem all remaining Notes ... at a redemption price equal to the price offered..."

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

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

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HAMILTON, Bermuda, June 9, 2026 /PRNewswire/ -- 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 /US100018AA89Regulation 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:

1. 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
   
   
2. 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

CONTACT:

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

This information was brought to you by Cision http://news.cision.com

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BORR Press Release - Tender Early Settlement

View original content:https://www.prnewswire.com/news-releases/borr-drilling-limited--early-tender-results-for-its-previously-announced-consent-solicitation-and-tender-offer-and-early-settlement-date-302795427.html

SOURCE Borr Drilling Limited

FAQ

What did Borr Drilling (NYSE: BORR) announce about its senior secured notes tender offer on June 9, 2026?

Borr Drilling announced strong early tender results for its cash tender offer and consent solicitation for 2028 and 2030 senior secured notes. According to Borr Drilling, 93.84% of the aggregate original principal amount of notes has been validly tendered and not withdrawn.

How many Borr Drilling 2028 and 2030 senior secured notes were tendered by the early deadline?

By the June 8, 2026 early deadline, holders tendered 95.92% of 10.000% 2028 notes and 90.56% of 10.375% 2030 notes. According to Borr Drilling, this equals 93.84% of the aggregate original principal amount of outstanding notes participating.

What are the key terms of Borr Drilling’s new 2032 and 2034 senior secured notes offering?

Borr Drilling priced $1.1 billion of 8.750% senior secured notes due 2032 and $935 million of 9.000% notes due 2034. According to Borr Drilling, closing of this $2.035 billion New Notes Offering is expected on June 10, 2026, subject to customary conditions.

When is the early settlement date for Borr Drilling’s BORR notes tender offer?

The early settlement date for notes tendered by the early deadline is June 10, 2026. According to Borr Drilling, holders whose notes are accepted will receive applicable consideration plus accrued interest, adjusted by the amortization factor, on that Early Settlement Date.

What consideration will Borr Drilling pay per $1,000 for its 2028 and 2030 notes in the tender offer?

For 2028 notes, consideration per $1,000 will be determined using a fixed spread over a reference yield. For 2030 notes, Borr Drilling will pay $1,060.00 per $1,000. According to Borr Drilling, amounts are further adjusted by an amortization factor.

What is the expiration time for Borr Drilling’s BORR tender offer and consent solicitation?

The tender offer and consent solicitation are scheduled to expire at 5:00 p.m. New York City time on June 24, 2026. According to Borr Drilling, the issuer may extend, amend, or terminate the offer at its discretion, subject to applicable law.

How will Borr Drilling treat remaining 2028 and 2030 notes not tendered in the offer?

Because over 90% of each notes series was tendered, the issuer intends to redeem remaining notes at the tender price, excluding early fees, plus accrued interest. According to Borr Drilling, redemption will follow a separate notice and is not guaranteed.