Deal Description: On August 10, 2022, Borr Drilling Limited (the “Company”) (NYSE and OSE: BORR) announced that it had priced its offering of 69,444,444 shares, at a price of $3.60 per common share for total gross proceeds of $250 million.  The Company has also granted the underwriters a 30-day option to purchase up to an additional 6,944,444 common shares at the offering price minus underwriting discounts.  The Company plans to use the proceeds from the offering to consummate a refinancing with its lenders and for general corporate purposes.

Closing of the offering is subject to (i) the Company’s authorized share capital being increased by 40,000,000 common shares, pursuant to a special general meeting to be held on August 16, 2022, (ii)  the Company’s authorized share capital being further increased by 35,000,000 common shares pursuant to a second special general meeting to be held on August 25, 2022, and (iii) the Company having entered into binding term sheets or other binding agreements with all applicable lenders (or obtaining written commitments approved by the Company’s board of directors) under certain of its credit facilities for a refinancing of those facilities on the terms previously announced by the Company, no later than the time of the special general meeting to be held on August 16, 2022.

A first settlement of the offering is expected on August 17, 2022, subject to fulfilment of the conditions described in (i) and (iii) above. A second settlement is expected on August 26, 2022, for the remainder of the shares, provided all the conditions described above are satisfied.

Baker Botts L.L.P. represents DNB Markets, Inc. in the offering.

The Baker Botts Team:

Corporate: Catherine Gallagher (Partner, Washington D.C.); Lee Davis (Special Counsel, Washington D.C.); Henry Klimowicz (Associate, New York); Elizabeth Rogers (Law Clerk, New York).

Tax: Jon Lobb (Partner, Houston).

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