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Borr Drilling Ltd Form 424B4 Filed 2019-08-01

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Borr Drilling Ltd Form 424B4 Filed 2019-08-01 SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 2019-08-01 SEC Accession No. 0001140361-19-013983 (HTML Version on secdatabase.com) FILER Borr Drilling Ltd Mailing Address Business Address THISTLE HOUSE THISTLE HOUSE CIK:1715497| IRS No.: 000000000 | State of Incorp.:D0 | Fiscal Year End: 1231 4 BURNABY STREET 4 BURNABY STREET Type: 424B4 | Act: 33 | File No.: 333-232594 | Film No.: 19992268 HAMILTON HM 11 D0 0000 HAMILTON HM 11 D0 0000 SIC: 1381 Drilling oil & gas wells 4722483000 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-232594 Prospectus 5,000,000 Shares BORR DRILLING LIMITED Common Shares This is the initial public offering in the United States of 5,000,000 common shares, par value $0.05 per share (Shares), of Borr Drilling Limited, a Bermuda exempted company limited by shares (the Offering). Prior to this Offering, there has been no public market in the United States for our Shares. Our Shares are listed on the Oslo Børs under the symbol BDRILL and have been approved for listing on the New York Stock Exchange (NYSE) under the symbol BORR. The initial public offering price of our Shares is $9.30. On July 30, 2019, the closing price of our Shares on the Oslo Børs was 82.36 Norwegian Kroner, or NOK, per share, which was equivalent to approximately $9.40 per share based upon the Bloomberg Composite Rate of NOK 8.76 to $1.00 in effect on that date. We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 and as such, will be eligible for reduced public company reporting requirements. INVESTING IN OUR SHARES INVOLVES RISKS. SEE RISK FACTORS BEGINNING ON PAGE 13. Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No offer or invitation to subscribe for Shares may be made to the public in Bermuda. PRICE $9.30 PER SHARE Per Share Total Initial public offering price $ 9.300 $ 46,500,000 Underwriting discount(1) $ 0.515 $ 2,575,000 Proceeds, before expenses, to Borr Drilling $ 8.785 $ 43,925,000 (1) See the section entitled Underwriting for additional disclosure regarding underwriting compensation payable by us. We have also granted the underwriters an option for a period of 30 days to purchase up to 750,000 additional Shares on the same terms as set forth above. See Underwriting. The underwriters expect to deliver the Shares against payment in U.S. dollars in New York, New York on or about August 2, 2019. Goldman Sachs & Co. LLC DNB Markets BTIG Citigroup Danske Markets Evercore ISI Fearnley Securities Prospectus dated July 31, 2019. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Norve Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS TABLE OF CONTENTS Page NOTE ON THE PRESENTATION OF INFORMATION iii PROSPECTUS SUMMARY 1 RISK FACTORS 13 NOTE REGARDING FORWARD-LOOKING STATEMENTS 46 USE OF PROCEEDS 48 DIVIDEND POLICY 49 CAPITALIZATION 50 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 51 UNAUDITED PRO FORMA FINANCIAL INFORMATION 54 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 57 INDUSTRY OVERVIEW 84 BUSINESS 100 REGULATION 116 MANAGEMENT 120 PRINCIPAL SHAREHOLDERS 126 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 128 DESCRIPTION OF SHARE CAPITAL 132 SHARES ELIGIBLE FOR FUTURE SALE 141 MATERIAL INCOME TAX CONSIDERATIONS 143 UNDERWRITING 147 EXPENSES RELATED TO THIS OFFERING 150 LEGAL MATTERS 151 EXPERTS 152 ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS 153 WHERE YOU CAN FIND ADDITIONAL INFORMATION 154 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this Prospectus (as defined below) and any related free writing prospectus that we authorize to be distributed to you. We and the underwriters have not authorized any person to provide you with information different from that contained in this Prospectus or any related free writing prospectus authorized to be distributed to you. This Prospectus is not an offer to sell, nor is it seeking an offer to buy, Shares in any state or other jurisdiction where such offer or sale is not permitted. The information in this Prospectus speaks only as of the date of this Prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of this Prospectus or of any sale of the securities offered hereby. Neither we nor any of the underwriters has done anything that would permit this Offering or possession or distribution of this Prospectus, or any filed free writing prospectus, in any jurisdiction other than in the United States. Persons outside the United States who come into possession of this Prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, this Offering of the Shares and the distribution of this Prospectus or any filed free writing prospectus outside of the United States. This Prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See the sections entitled Risk Factors and Note Regarding Forward-Looking Statements. i Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Until August 25, 2019 (the 25th day after the date of this Prospectus), all dealers that buy, sell or trade Shares, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act 1972, and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific permission is required from the Bermuda Monetary Authority, or the BMA, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA in its policy dated June 1, 2005 provides that where any equity securities of a Bermuda company, including our common shares, are listed on an appointed stock exchange, general permission is given for the issue and subsequent transfer of any securities of a company from and/or to a nonresident, for as long as any equities securities of such company remain so listed. The NYSE is deemed to be an appointed stock exchange under Bermuda law. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. In granting such permission, the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this Prospectus. This Prospectus does not need to be filed with the Registrar of Companies in Bermuda in accordance with Part III of the Companies Act 1981 of Bermuda, as amended (the Companies Act) pursuant to provisions incorporated therein following the enactment of the Companies Amendment Act 2013. Such provisions state that a prospectus in respect of the offer of shares in a Bermuda company whose equities are listed on an appointed stock exchange under Bermuda law does not need to be filed in Bermuda, so long as the company in question complies with the requirements of such appointed stock exchange in relation thereto. ii Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS NOTE ON THE PRESENTATION OF INFORMATION Unless otherwise indicated, information presented in this Prospectus which forms part of this registration statement on Form F-1 (this Prospectus) assumes that the underwriters option to purchase additional Shares is not exercised. Throughout this Prospectus, unless the context otherwise requires, (i) references to Borr Drilling Limited, Borr Drilling, the Company, the Registrant, we, us, Group, our and words of similar import refer to Borr Drilling Limited and its consolidated subsidiaries, (ii) references to our Board or Board of Directors refer to the board of directors of Borr Drilling Limited as constituted at any point in time and Director or Directors refers to a member or members of the Board, as applicable, (iii) references to Borr Drilling Management Dubai and Borr Drilling Management UK refer to our subsidiaries Borr Drilling Management DMCC and Borr Drilling Management (UK) Ltd, respectively, (iv) references to our Memorandum, each provision thereof a Clause, or the Bye-Laws, each provision thereof a Bye-Law, refer to the memorandum of association
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