("Borr Drilling" or the "Company") today announced that it has commenced tender offers to purchase for cash, using cash provided in the Financing Transaction (as defined below), together with cash on hand, the debt securities listed in the table below issued by the Company's wholly owned subsidiary Borr IHC Limited (the "Issuer") and certain of its other subsidiaries (collectively, the "Notes").

Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Statement.

Notes CUSIP / ISIN

Numbers		 Original Principal Amount Issued Outstanding Principal Amount Factor U.S. Treasury Reference Security Blomberg Reference Page Tender Offer Consideration Early Tender Payment (including Consent Payment) Fixed Spread Total

Consideration


 

 

 		 (1) (2)

 

 		 (2)(3)(4) (3)

 		 (2)(3)(4)
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 0.81707317 2.000% UST due November 15, 2026 FIT3 (5) $50.00 +50 (5)
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 0.87864078 N/A N/A $1,010.00 $50.00 N/A $1,060.00(6)


 

 

 

 

 

  1. As of May 22, 2026. For the 2030 Notes, this reflects an aggregate principal amount of 2030 Notes adjusted to reflect amortization in respect thereof. For the 2028 Notes, this reflects an aggregate principal amount of 2028 Notes adjusted to reflect amortization in respect thereof.

     
  2. The factor for each series of Notes 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 current principal amount outstanding of such series of securities (the "Factor"). The Tender Offer Consideration or the Total Consideration, as applicable, will be the amount set forth in the table above multiplied by the applicable Factor, which reflects the partial amortization of the Notes.



     
  3. For each $1,000 original principal amount of Notes validly tendered and accepted for purchase and with respect to which the applicable Holder has provided its Consent, as applicable. The Early Tender Payment includes a Consent Payment of $2.50 for each $1,000 original principal amount of Notes. Holders that validly tender their Notes and thereby deliver their Consents at or prior to the Early Tender/Consent Deadline (and do not validly withdraw such 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 Notes in respect of such Notes, even if a smaller principal amount of the 2030 Notes is accepted for purchase pursuant to the Tender Offer for the 2030 Notes due to proration.



     
  4. Excludes Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.



     
  5. The Total Consideration for the 2028 Notes validly tendered will be determined by the Dealer Manager and Solicitation Agent (as defined herein) in the manner described in this 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") at 10:00 a.m., New York City time, on the date referred to herein as the "Price Determination Date," which includes the Early Tender Payment (including the Consent Payment).



     
  6. The Total Consideration for the 2030 Notes includes the Early Tender Payment (including the Consent Payment).

The Tender Offer (as defined below) consists of the offer to purchase for cash, using funds provided by the Financing Transaction (as defined below), together with cash on hand, on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 26, 2026 (as it may be amended or supplemented from time to time, the "Statement") (i) any and all of the outstanding 10.000% Senior Secured Notes due 2028 (the "2028 Notes") and (ii) up to $447,317,000.00 aggregate original principal amount (the "Maximum 2030 Notes Tender Amount") of the 10.375% Senior Secured Notes Due 2030 (the "2030 Notes"). We may also use funds provided by the Financing Transaction or cash on hand to pay the Accrued Interest (as defined below) and related costs and expenses. We refer to this offer to purchase the Notes and the potential Increased Offer (as defined below) as the "Tender Offer."

The Tender Offer and Consent Solicitation are subject to, among other things, the satisfaction or waiver of the Financing Condition (in relation to either of the Tender Offer or the Consent Solicitation or both of them). The "Financing Condition" means the completion of an offering of Senior Secured Notes due 2032 (the "2032 Notes") and Senior Secured Notes due 2034 (the "2034 Notes" and together with the 2032 Notes, the "New Notes") by the Issuer and Borr Finance LLC, a Delaware limited liability company and a directly wholly owned subsidiary of the Issuer (together with the Issuer, the "Co-Issuers") (the "New Notes Offering") in aggregate principal amount equal to at least $1.6 billion, on terms satisfactory to the Issuer in its sole discretion. The New Notes are expected to be delivered to purchasers thereof on or around June 10, 2026. The Tender Offer and the Statement are not an offer to sell or a solicitation of an offer to buy any New Notes or to participate in any other financing.

We intend consummate the New Notes Offering on terms and conditions satisfactory to us, in our sole discretion, yielding net cash proceeds sufficient to fund the Total Consideration (as defined below) for all tendered Notes accepted in the Tender Offer, including the Consent Payment for all delivered Consents accepted in the Consent Solicitation, and the fees and expenses related to the Tender Offer and Consent Solicitation (the "Financing Transaction").