Commentary & Deal Flow

Borr IHC Limited/Borr Finance LLC (Borr Drilling Ltd) (BORR, BORRNO) US$165m (up from US$150m) 144A/Reg S add-on to its 10.375% sr sec 1st lien notes due 11/15/30 (5y). NC1 (11/15/26) (MWC T+50bp), then at 105.188, 102.594, 100. Equity claw: 1y 40% at 110.375. Special call: 10% per year during the non call period at 103. Mandatory amortization: $25m per year (fixed for life of the notes) at 105.00, semi-annual, from first interest payment date (05/15/26). Mandatory ECF offer: annual offer at 105.00 to bondholders, starting in 2025 off FY2024 metrics, for amount calculated as 75% of Excess Cash Flow if consolidated total leverage ratio (CTLR) is above 3.00%, stepping down to 50% if CTLR is above 2.00x and down to 25% if CTLR is above 1.50x. Expect B3/B+/B-. Via GS (B&D)/Citi/Clarksons/DNBC/Swedbank/Pareto jt books. No reg rights. List ISE. NY law. CoC at 101. Pays May 15 and Nov 15, starting 05/15/26. Denoms: 2kx1k. 144A CUSIP: 100018AB6. Immediately 144A fungible (Reg S after 40 days) with the US$515m issue priced 10/24/23 and $175m add-on priced 10/28/24 (approx $774m pro forma total size). IPT: 99.00-99.50.

Price talk: 99.75-100.00.

Books close at 3:30pm UKT / 10:30am NYT 12/09. Pricing 12/09. UOP: along with US$85m equity offering of 21m shares and US$150m seller's credit due 2032 (seller financing), to fund the acquisition of five premium jack-up rigs from Noble Corp for US$360m, and $40m (up from $25m) for GCP (upsize for GCP). Biz: provides offshore drilling services. HQ: Hamilton, Bermuda.

DealRoadshow direct link: https://urldefense.com/v3/__https:/dealroadshow.com/e/Burro2025__;!!O2kDR7mm-zSJ!oo8xC6E7qNO7kj6qtPFKDw5AFnvwejV18UkDMjj2KB1H8lQrov9vTJrrRTdIu0mXcJWNkyFsQnMDDJtMosqQM5c$