Borr Drilling Limited (BDRILL) places USD350 million of convertible bonds and announces acquisition of five high-spec jack-up newbuilding from Keppel

Hamilton, Bermuda, 16 May 2018

Borr Drilling Limited (the “Company” or “Borr Drilling”) has placed USD350 million of convertible bonds with a coupon of 3.875% per annum and a conversion premium of 37.5% above a reference price of USD4.87/share. In connection with this placement the Company has also entered into a call spread, which increases the effective conversion premium for the Company to 75% above the reference price.

The proceeds of the convertible bond offering will be, together with a USD200 million bank financing and a USD432 million seller financing, used to acquire 5 high spec newbuild jack-ups from Keppel FELS, and to strengthen the working capital of the Company. The acquisition will increase the Borr Drilling fleet to a total of 29 premium jack-up rigs once all rigs under construction have been delivered, out of which 27 jack-ups were built after 2011. Total consideration for the transaction will be approximately USD745 million including financing fees. Both the delivery financing of the rigs and the bank financing has been secured at attractive terms.

Borr Drilling will take delivery of the first rig in Q4 2019 with the remaining rigs being delivered quarterly thereafter until the last rig is delivered in Q4 2020. Borr Drilling has agreed to pay a pre-delivery instalment of USD 288 million in the short term. The remaining purchase price is payable on delivery of each individual rig, which is fully financed by the delivery financing.

The Company continues to deliver on its strategy to acquire premium jack-up drilling rigs at attractive prices and consolidate ownership in the premium segment of the overall jack-up rig fleet. After this acquisition Borr Drilling sees limited further opportunities for further acquisition of high quality rigs at attractive prices.

In addition to assisting the acquisition of the five rigs from Keppel FELS, the convertible bond issuance will significantly strengthen the Company’s liquidity position.

“Borr has recently secured work with a new client in West-Africa for one of its assets for 180 days at USD80,000 day. The marketing strategy focusing on cash generative contracts will continue. The shareholders should as a result of such a firm contracting strategy expect relatively low utilisation in 2018, but with anticipated solid recovery in 2019. Recent award of long-term contracts in the Middle-East have significantly reduced the availability of modern tonnage in the market. There are clear signs that rates are improving as a result of increased activity and improved oil prices.” Says CEO Svend Anton Maier.

With 29 modern rigs and a market cap of USD2.6 billion, Borr Drilling has gained significant investor interest. In order to increase liquidity in the trading of the shares, at a meeting in Amsterdam on 15 May 2018, the Board of Borr Drilling decided to start the process for listing Borr shares on an additional recognized international exchange.

16 May 2018

Hamilton, Bermuda

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE

This ANNOUNCEMENT does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities. The convertible bonds described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any relevant securities laws of any state of the United States and may not be offered or sold to persons within the United States, except pursuant to an exemption from the Securities Act.

Forward looking statements

This announcement may be deemed to include forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Borr Drilling Limited believes that these assumptions are reasonable, they are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. 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.

The information, opinions and forward looking statements contained in this announcement speak only as of the date hereof and are subject to change without notice.”