Each one in plain English, with the numbers worked through for a shareholder.
25 Jan 2023debt financing● NeutralMajor
Borr announced an offering of up to $250 million five-year unsecured convertible bonds (maturing February 2028) and plans for a $150 million three-year senior secured bond. Proceeds from the convertibles would refinance the $350 million convertible bonds due May 23, 2023. Completion needs shareholder approval to increase authorized capital and creditor consents. Share lending of 25 million shares is set up to help investors hedge, with Borr issuing 15 million new shares to its major shareholder Drew Holdings to settle the first loan. This follows the loan-agreement undertaking to refinance the convertible by January 2023.
Borr's Q3 2022 report shows nine-month revenue of $295.2 million, a net loss of $271.5 million, including a $131.7 million impairment. It confirms the refinancing: secured debt maturing 2023-2025 was extended (PPL and Hayfin to 2025), two newbuild deliveries deferred to 2025, three newbuilds agreed for sale, and the Syndicated and New Bridge facilities repaid using a new $150 million DNB bilateral facility and part of the August equity raise (gross $274.9 million from 76,363,071 shares at $3.60). The Gyme sale closed November 15, 2022. The refinancing agreements are filed as exhibits. The risk section flags an undertaking to refinance the convertible bonds by end of January 2023.
Borr's Mexican JV (Perfomex) signed new contracts for the five Mexico rigs (Galar, Gersemi, Grid, Njord, Odin) with OPEX Perforadora and Perforadora Profesional Akal I, effective October 20, 2022 through December 31, 2025, for $715 million combined value including $33 million upfront cash. This extends work for the five rigs beyond the end-2022 expectation held earlier. Borr supplies the rigs bareboat and earns the residual cash after JV expenses and fees. (The filing's cover page is dated October 20, 2021, apparently a typo; the text says 2022.)
14 Oct 2022asset acquisition disposition▲ GoodMajor
Borr agreed to sell the Gyme, a 2018 PPL-built rig in Singapore never activated or contracted, to an unrelated third party for $120 million. The sale is required under the PPL refinancing completed in early October 2022: proceeds go to what is owed on the rig, with any excess applied to capitalised interest on the eight other PPL-financed rigs. Closing is expected in Q4 2022.
10 Aug 2022capital raising announcement● NeutralMajor
Borr priced a public offering of 69,444,444 new shares at $3.60 each, for $250 million gross, with an option for underwriters to buy up to 6,944,444 more. Proceeds are meant to complete the refinancing with its lenders (Syndicated, New Bridge, Hayfin facilities and Keppel/PPL shipyard financing) and for general corporate purposes. Closing depends on authorized share capital increases at shareholder meetings on August 16 and 25, and on binding agreements with all those lenders. This is substantial dilution compared with about 152.9m shares outstanding at the end of April, and it is the equity part of the creditor framework that had been in talks since November 2021.
What it means for a shareholder
69.4m new shares at US$3.60 to raise about US$250m. That's 31% dilution: every existing holder's slice gets 31% smaller. If you held US$1,000 of shares (278 at the issue price), your slice goes from 0.000182% to 0.000125% of the company. To keep it you'd need 126 more shares - about US$454 at the issue price.
Borr received a binding letter of intent for the Prospector 5 from an undisclosed West Africa operator: a 6-well firm program starting in Q4 2022, about fourteen months, estimated value $68.9 million excluding options. It is expected to convert to a contract shortly.
27 June 2022asset acquisition disposition▲ GoodMajor
Borr signed a binding letter of intent to sell three of its five Keppel FELS newbuilds (Tivar, Huldra, Heidrun) to an undisclosed buyer for $320 million, to be used to pay the delivery instalments on those three rigs. Borr says it removes future capital commitments and activation costs, would leave 23 delivered rigs (20 contracted) plus two newbuilds, and is part of a refinancing still being worked on with creditors. The sale is subject to closing conditions and expected within 30 days.
In April 2022 Borr sold another 828,056 new shares through the at-the-market program at an average $4.408 per share (about $3.6m by simple multiplication). Issued capital is now 152,901,508 shares at $0.10 par, continuing the gradual dilution seen in March.
In March 2022 Borr sold 1,521,944 new shares through the at-the-market program at an average $3.431 per share (about $5.2m by simple multiplication). Issued capital is now 152,073,452 shares at $0.10 par. This shows the program, which the board did not expect to use in July 2021, is now being drawn, diluting existing holders. The par value and share count differ from the earlier context (about 158.4m shares at $0.05), which suggests a share consolidation in the interim; the filing does not explain this.
Borr's Q3 2021 results show revenue of $73.0m, net loss of $32.6m, Adjusted EBITDA of $20.0m and cash of $68.9m, with 17 rigs now contracted or committed. The CEO says Borr is in advanced discussions with one significant creditor on a framework to extend commitments substantially beyond 2023, subject to board approvals and acceptable concessions from other creditor groups. No deal is yet final, so the 2023 maturities remain unresolved.
Borr's Q2 2021 results show revenue of $54.8m, net loss of $59.9m and Adjusted EBITDA of $3.7m, with cash of $32.4m at June 30. The Mexican IWS JV sale closed in August 2021 and released $26.5m net cash, completing the June MoU. The CEO expects 17 rigs working by year-end and says management is working on a long-term capital structure solution beyond 2023. The fleet report notes a Norve contract in Gabon (Dec 2021-Apr 2022) and Gunnlod options exercised; the remainder of the text is cut off.
6 July 2021capital raising announcement● NeutralMajor
Borr set up an at-the-market program with Clarksons Platou Securities to sell up to $40m of common shares on the NYSE from time to time. The board says it does not currently expect to sell any shares, and the program is for flexibility; proceeds could go to general corporate purposes including debt payments, rig activations or working capital. If used, it would dilute existing shareholders.
Borr signed a Memorandum of Understanding under which its Mexican partner will buy Borr's 49% stake in the Opex and Akal integrated well services JVs, expected to free up a gross $28m, while Borr buys 2% more of the Drilling JVs to hold 51%. Closing is expected in Q3 2021. Borr says an extension would employ its five Mexico rigs until the end of 2022 and that cash from its 13 operating rigs, Pemex payments and the sale proceeds should give enough liquidity until the 2023 debt maturities. This follows the earlier Pemex extension and Mexico working-capital threads.
Borr filed its Q1 2021 trading update: revenue $48.4m, net loss $58.1m, Adjusted EBITDA of $(10.6)m, which includes a $9.2m reduction of prior-period Mexican JV revenue after the JV agreements were amended on standby rates. It says the January equity offering raised $46m (above the $40m contemplated) and the creditor agreements were executed in January, closing out those open threads. The CEO expects the five Mexico rigs to keep working for the IWS project until end 2022, which addresses the Pemex extension question; 13 rigs were operating at quarter-end and $15m in cash has come from the JVs year to date. The fleet status report's contract details (e.g. Prospector 1 signed from LOI) are cut off in the text shown.
Borr filed its 2020 annual report on Form 20-F with its sustainability and governance reports. Since the unaudited results of February 26, 2021, it recorded a $12.4 million reduction in income from its 49%-owned Mexican joint venture, from a non-cash deferred tax expense, which Borr says should not affect recoverability of the investment. The 2020 net loss after the adjustment was $317.6 million. The sustainability report says 23 rigs are delivered and five are under construction for delivery in 2023, and that Magnus Vaaler became CFO in December 2020.
The NYSE confirmed that Borr's average share price for the 30 trading days ended February 25, 2021 was above $1.00, so Borr has regained compliance with the listing standard it was notified about on September 7, 2020. This closes that open thread ahead of the February 25, 2021 deadline.
22 Jan 2021asset acquisition disposition▲ GoodMajor
Borr says all its creditors have approved the proposed liquidity improvement plan, and it is working on final documents expected shortly. The attached presentation says the plan includes bank amortisation falling to zero in 2021, bank and Hayfin maturities extended to 2023, interest deferrals, and newbuild deliveries pushed from early 2022 to 2023. The presentation states the debt amendments are contingent on a gross $40 million equity raise, which would dilute existing shareholders if completed. This builds on the 2020 deferrals and moves the newbuild timing the context had at 2022.
Borr's January fleet report says new work adds $35.1 million of backlog over about 480 days: the Norve converted its earlier letter of intent into a contract with BW Energy in Gabon (April-July 2021), the Idun got a letter of award in Asia, and the Prospector 1 got a contract amendment with One Dyas plus a letter of intent in the North Sea. Committed rigs rise to 13, and four more warm stacked rigs can start without major activation spending. Borr is negotiating a Pemex extension for the five Mexico rigs and says improved Mexico working capital is key to that. Fleet list shows the five newbuilds now due June-September 2022.
Borr agreed to sell its cold stacked 2003-built rig Balder to BW Energy for $4.5 million, with completion expected in Q4 2020. It follows the Atla sale announced October 28, which also went to BW Energy. Together the two sales bring gross proceeds of $14.5 million, and Borr says it will then have 28 modern rigs built after 2011. The buyer plans to convert the rigs to offshore installations, so they will leave the drilling market. Note the earlier context said Eir and Atla totalled $13m and that one older rig remained to sell; this filing names Balder as that rig and states the Atla and Balder total as $14.5 million.
Borr agreed to sell its cold stacked rig Atla to an independent operator, with completion expected in Q4 2020. Together with the already-completed sale of the rig Eir in October, total cash proceeds are $13 million. After this, Borr says it will have 28 modern rigs built after 2011 and one older cold stacked rig likely to be sold in Q4, continuing the divestment of older rigs seen in April.
Patrick Schorn stepped down from the board effective September 8, 2020, in connection with taking on his new role as CEO, in line with the company's governance policies. The filing does not say who he succeeds, though earlier filings show Svend Anton Maier as CEO.
The NYSE again notified Borr that its average share price had been under $1.00 for 30 consecutive trading days, just two months after compliance was regained in July. The new cure deadline is February 25, 2021, and Borr says it intends to cure.
At the August 10, 2020 annual meeting, shareholders re-elected six directors (Kibsgaard, Trøim, Blankenship, Schorn, Sousa, Glass), appointed PricewaterhouseCoopers as auditor, and capped 2020 board fees at $950,000. They also approved raising authorized shares by 40 million, to 223,653,846 shares, which allows more shares to be issued later.
The NYSE confirmed Borr's average share price for the 30 trading days ending June 30, 2020 was above $1.00, so it has regained compliance with the listing standard flagged in May.
Borr filed its 2019 annual report on Form 20-F and published its 2019 sustainability and corporate governance reports. The cover filing carries no new business developments in the portion shown.
Settlement conditions for the $30 million equity offering were met, and issued share capital rose by $2,307,692 to $7,921,596, divided into 158,431,911 common shares. The new shares are to be listed on the Oslo Stock Exchange. The share count here differs by a few hundred from the 158,431,191 in the May 21 release, which looks like a typo in one of them.
21 May 2020asset acquisition disposition● NeutralMajor
The equity offering was completed: 46,153,846 new depositary receipts were allocated at $0.65 each, raising $30 million gross. Issued share capital will rise to 158,431,191 shares of $0.05 par value, so existing shareholders are diluted. This completes the offering announced earlier the same day.
21 May 2020asset acquisition disposition● NeutralMajor
Borr announced it was considering selling up to $30 million of new depositary receipts (backed by common shares), with proceeds for working capital and general corporate purposes. Bookbuilding ran May 20-21, 2020, with settlement expected around June 5.
The NYSE notified Borr that its average share price had been below $1.00 for 30 consecutive trading days, breaching a listing standard. Borr has until December 26, 2020 to cure it and says it intends to do so; the shares keep trading meanwhile.
A Borr subsidiary sold two older standard jack-up rigs, Dhabi II and Paragon B152, for $15.8 million cash, with an expected gain of about $11.5 million. Borr will keep operating them under a services agreement, and the company says the sale fits its strategy of focusing on its core fleet of modern rigs.
