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Borr Drilling Limited Files Its 2020 Annual Report on Form 20-F And

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Borr Drilling Limited Files Its 2020 Annual Report on Form 20-F And UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________________ FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ____________________________________________ Commission File Number: 001-39007 ____________________________________________ Borr Drilling Limited (Exact name of registrant as specified in its charter) ____________________________________________ Bermuda (Jurisdiction of incorporation or organization) S.E. Pearman Building 2nd Floor 9 Par-la-Ville Road Hamilton HM11 Bermuda +1 (441) 737-0152 (Address of principal executive offices) Georgina Sousa 2nd Floor 9 Par-la-Ville Road Hamilton HM11 Bermuda +1 (441) 737-0152 James A. McDonald Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street, Canary Wharf London E14 5DS England +44(0)20 7519 7183 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) ____________________________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol Registered Common shares of par value $0.05 per BORR The New York Stock Exchange share Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2020, there were 218,858,990 common shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☒ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the U.S. GAAP Other ☒ International Accounting Standards Board ☐ ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ TABLE OF CONTENTS PART I 7 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7 A. DIRECTORS AND SENIOR MANAGEMENT 7 B. ADVISERS 7 C. AUDITORS 7 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3. KEY INFORMATION 7 A. SELECTED FINANCIAL DATA 7 B. CAPITALIZATION AND INDEBTEDNESS 10 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 10 D. RISK FACTORS 10 ITEM 4. INFORMATION ON THE COMPANY 46 A. HISTORY AND DEVELOPMENT OF THE COMPANY 46 B. BUSINESS OVERVIEW 46 C. ORGANIZATIONAL STRUCTURE 64 D. PROPERTY, PLANTS AND EQUIPMENT 64 ITEM 4A. UNRESOLVED STAFF COMMENTS 64 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 65 A. OPERATING RESULTS 76 B. LIQUIDITY AND CAPITAL RESOURCES 80 C. RESEARCH & DEVELOPMENT 92 D. TREND INFORMATION 92 E. OFF-BALANCE SHEET ARRANGEMENTS 93 F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 93 G. SAFE HARBOR 93 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 94 A. DIRECTORS AND SENIOR MANAGEMENT 94 B. COMPENSATION 96 C. BOARD PRACTICES 96 D. EMPLOYEES 98 E. SHARE OWNERSHIP 98 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 99 A. MAJOR SHAREHOLDERS 99 B. RELATED PARTY TRANSACTIONS 100 C. INTERESTS OF EXPERTS AND COUNSEL 100 ITEM 8. FINANCIAL INFORMATION 100 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 101 B. SIGNIFICANT CHANGES 101 ITEM 9. THE OFFER AND LISTING 101 A. OFFER AND LISTING DETAILS. 101 B. PLAN OF DISTRIBUTION 101 C. MARKETS 101 D. SELLING SHAREHOLDERS 101 E. DILUTION 101 F. EXPENSES OF THE ISSUE 101 ITEM 10. ADDITIONAL INFORMATION 101 A. SHARE CAPITAL 101 1 B. MEMORANDUM OF ASSOCIATION AND BYE-LAWS 101 C. MATERIAL CONTRACTS 106 D. EXCHANGE CONTROLS 106 E. TAXATION 107 F. DIVIDENDS AND PAYING AGENTS 110 G. STATEMENT BY EXPERTS 110 H. DOCUMENTS ON DISPLAY 110 I. SUBSIDIARY INFORMATION 111 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 111 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 112 A. DEBT SECURITIES 112 B. WARRANTS AND RIGHTS 112 C. OTHER SECURITIES 112 D. AMERICAN DEPOSITARY SHARES 112 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 112 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 112 ITEM 15. CONTROLS AND PROCEDURES 113 ITEM 16. [RESERVED] 114 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 114 ITEM 16B. CODE OF ETHICS 114 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 114 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 115 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 115 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 115 ITEM 16G. CORPORATE GOVERNANCE 115 ITEM 16H. MINE SAFETY DISCLOSURE 115 PART III ITEM 17. FINANCIAL STATEMENTS 115 ITEM 18. FINANCIAL STATEMENTS 115 ITEM 19. EXHIBITS 115 2 NOTE ON THE PRESENTATION OF INFORMATION We have prepared this annual report using a number of conventions, which you should consider when reading the information contained herein. In this annual report, 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 UK” refers to our subsidiary Borr Drilling Management (UK) Ltd (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 and the amended and restated bye-laws of Borr Drilling Limited, respectively, each as in effect from time to time, (v) references to “Magni” or “Magni Partners” refers to Magni Partners (Bermuda) Limited, (vi) references to “Ubon” refer to Ubon Partners AS, (vii) references to “Drew” refer to Drew Holdings Limited, (viii) references to our “DNB Revolving Credit Facility” or “DNB RCF” refer to our historical revolving credit facility with DNB Bank ASA, (ix) references to our “Guarantee Facility” refer to our historical guarantee facility with DNB Bank ASA, (x) references to our “Bridge Facility” or “Bridge RCF” refer to our historical revolving credit facility with Danske Bank A/S and DNB Bank ASA, (xi) references to our “Hayfin Facility” refer to our term loan facility with Hayfin Services LLP, among others, (xii) references to our “Syndicated Facility” refer to our senior secured credit facilities with DNB Bank ASA, Danske Bank, Citibank N.A., Jersey Branch, Clifford Capital Pte.
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