Skadden, Arps, Slate, Meagher & Flom (UK)
llp
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40 BANK STREET
CANARY WHARF
LONDON E14 5DS
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TEL: (020) 7519-7000
FAX: (020) 7519-7070
www.skadden.com
July 26, 2019
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AFFILIATE OFFICES
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Via EDGAR and E-mail
Mark Wojciechowski
John Cannarella
Irene Barberena-Meissner
Karina Dorin
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 4546
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RE: |
Borr Drilling Limited
Amendment No. 1 to the Registration Statement on Form F-1Filed July 23, 2019 File No. 333-232594 |
1.
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Please disclose the estimated net proceeds from the offering. Refer to Item 3 of Form 20-F.
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2.
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We note you disclose here that the initial public offering price for the common shares will be determined by negotiations among you and the representatives and that you list multiple factors
that you will consider in setting the offering price. However, we also note that you have revised your prospectus cover page to disclose the last reported closing price of your shares on the Oslo Bors in lieu of a bona fide price range. If
you expect the initial public offering price for the common shares will be substantially similar to the Oslo Bors trading price, please revise your disclosure here and on the prospectus cover page to so state. In addition, please separately
confirm to us in writing that you do not anticipate that the offering will be priced at a substantial deviation to the last disclosed Oslo share price. Alternatively, please disclose a bona fide price range on the prospectus cover page or a
percentage range based on the home market trading price within which you intend to price the common shares.
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3.
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We note your response to prior comment 3. However, we also note you disclose on page 28 that your obligations under your Hayfin, Syndicated and New Bridge Facilities will require significant
amortization payments and you disclose on page 29 that your Financing Arrangements contain cross-default provisions. As the New Bridge Facility currently provides rights and obligations enforceable against you with material consequences, it
appears that this agreement is material. Please file the agreement as an exhibit. Refer to Item 8.a of Form F-1 and Item 601(b)(10) of Regulation S-K.
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cc: |
Svend Anton Maier, Chief Executive Officer, Borr Drilling Limited
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