Borr Drilling(US:BORR)2025-11-05 21:07Reporting Requirements - The Company is required to file quarterly reports within two months after the end of each fiscal quarter, including unaudited consolidated financial statements and Management's Discussion and Analysis (MD&A) [866]. - An annual report on Form 20-F or Form 10-K must be filed, containing audited consolidated financial statements and an MD&A for the fiscal year [866]. - The Company must maintain a public website for posting required reports and details regarding conference calls if it is no longer subject to periodic reporting requirements [869]. - The Company must maintain compliance with public company reporting and regulatory requirements as part of its activities as a listed company [943]. Debt Limitations and Management - The Company is limited in incurring debt, with a maximum of $260 million or 9% of Total Assets allowed under Credit Facilities [878]. - The Company can incur Debt, Disqualified Stock, or Preferred Stock not exceeding $120 million or 4% of Total Assets at any one time [880]. - The Company may incur Permitted Debt under specific conditions, ensuring the Consolidated Fixed Charge Coverage Ratio is at least 2.00 to 1.00 [877]. - Debt incurred under Interest Rate Agreements must be for limiting interest rate risk and not for speculative purposes [879]. - The Company can incur Debt related to workers' compensation claims and other employee benefits in the ordinary course of business [880]. - The Company must ensure that any Debt incurred does not exceed the gross proceeds received from related dispositions [880]. - The Company is allowed to incur Limited Recourse Debt for financing the purchase price of vessels, not exceeding 85% of the purchase price [881]. - The company has established a limitation on debt and issuance of preferred stock, ensuring compliance with restrictions based on the U.S. Dollar Equivalent of debt denominated in different currencies [882]. - Debt incurred for ordinary business operations, such as financing take-or-pay obligations, is permitted under the company's debt policy [883]. - The company can incur refinancing debt as long as it does not exceed the principal amount of the debt being refinanced, plus accrued interest and other associated costs [884]. - The company is allowed to make restricted payments only if it can incur at least $1.00 of additional debt on a pro forma basis [887]. - The total amount of restricted payments made after the issue date cannot exceed 50% of the consolidated net income accrued during the specified period [888]. - The company may declare dividends or make distributions within 60 days of declaration if they comply with the agreement at the time of declaration [895]. - The company can make cash payments in lieu of fractional shares during stock option exercises [896]. - The company is permitted to make other restricted payments not exceeding $75 million or 2.5% of total assets at the time of incurrence [896]. - The company has provisions for refinancing debt that allow for flexibility in managing its debt portfolio [885]. - The company can classify and reclassify debt types at its discretion, ensuring compliance with the limitations on debt issuance [885]. - The Company has established limitations on Restricted Payments, ensuring compliance with specific criteria to maintain financial stability [897]. - The Company must calculate the U.S. dollar-equivalent amount of any Restricted Payment made in another currency based on the exchange rate at the time of the payment [898]. - The Company is restricted from incurring any Initial Liens unless they meet certain conditions, including being a Permitted Collateral Lien [899]. - The Consolidated Leverage Ratio must not exceed 1.5 to 1.0 after making any Restricted Payments [900]. - The Company is prohibited from consummating any Asset Sale unless it receives consideration at least equal to the Fair Market Value of the property sold [902]. - At least 75% of the aggregate consideration from any Asset Sale must be in cash or Cash Equivalents [902]. - The Company may apply any Net Available Cash from Asset Sales within 365 days, provided there is a binding commitment to do so [903]. - The Company is restricted from entering into Sale and Leaseback Transactions unless specific conditions are met [907]. - The Company may sell accounts receivable to a Securitization Subsidiary or third party under certain permitted financing arrangements [908]. - The Company must not create any consensual restrictions on the right of any Restricted Subsidiary to pay dividends or make distributions on its Capital Stock [909]. - The Company has restrictions on transactions with affiliates involving payments exceeding $20 million unless certain conditions are met [912]. - The Company can enter into transactions with Restricted Subsidiaries without restrictions on payments [913]. - Any Affiliate Transaction involving aggregate payments over $50 million requires Board of Directors' approval [914]. - The Company must ensure that any Affiliate Transaction is not materially less favorable than comparable arm's-length transactions [916]. - The Company will not consolidate or merge with another entity unless specific conditions regarding obligations and security interests are met [919]. - The Successor Company must assume all obligations under the existing agreements and maintain equivalent security interests [920]. - The Company must deliver an Officer's Certificate and an Opinion of Counsel for any consolidation or merger [922]. - The Company will not permit any Subsidiary Guarantor to merge or transfer assets without ensuring obligations are assumed by the successor [923]. - The Company is required to protect the lien on collateral during any asset transfer [923]. - The Company must maintain compliance with the terms of the agreement during any significant transactions [921]. - The Company can incur at least $1.00 of additional Debt without triggering a Default or Event of Default, demonstrating robust financial management [939]. - The Company must ensure that no direct or indirect Permitted Investments are used for Restricted Payments to equity holders, maintaining compliance with financial covenants [937]. - The Company is permitted to designate any Subsidiary as an Unrestricted Subsidiary if it meets specific asset criteria, enhancing strategic flexibility [935]. - The Company will provide written notice to the Agent regarding any occurrence of a Reversion Date, ensuring transparency in covenant compliance [934]. - The Company is allowed to incur Permitted Collateral Liens without impairing the Security Interest with respect to the Collateral, safeguarding its financial position [938]. - The Company must ensure that any consolidation or merger does not result in a Default, maintaining operational stability [927]. - The Company has the ability to reset the amount of Excess Proceeds to zero during certain conditions, allowing for better capital management [926]. - The Company is required to provide an Officer's Certificate for any designation or redesignation of Subsidiaries, ensuring adherence to governance standards [939]. - The Company is restricted from carrying out any business or owning material assets unrelated to permitted debt activities, including the issuance and servicing of debt [942]. - The Company must ensure that any amendments to transaction security documents are accompanied by a solvency opinion or certificate confirming the solvency of the relevant person and its subsidiaries [940]. - The Company is allowed to make investments in original senior secured notes or other debt as long as such investments are not prohibited by the agreement [943]. - The Company can enter into additional intercreditor agreements to secure new debt or amend existing agreements without lender consent, provided it does not adversely affect the rights of the holders [947]. - The Company must ensure that any amendments to intercreditor agreements do not impose personal obligations on the agent or security agent [948]. - The Company is required to provide necessary evidence, such as officer's certificates and opinions of counsel, when making decisions regarding intercreditor agreements [948]. Financial Performance and Metrics - The company reported a significant increase in Consolidated EBITDA for the most recent four consecutive fiscal quarters, reflecting strong operational performance [995]. - The adjustments to Consolidated EBITDA included a maximum of 20% added back for cost savings and operating improvements, indicating effective cost management strategies [991]. - Consolidated Fixed Charge Coverage Ratio calculations were adjusted to reflect any Debt incurred or repaid, ensuring accurate financial assessments [997]. - The company emphasized the importance of pro forma calculations for acquisitions and asset sales, which are crucial for evaluating financial health [996]. - Consolidated Net Income was determined in accordance with GAAP, excluding non-recurring items to provide a clearer picture of ongoing profitability [1005]. - The company highlighted the impact of extraordinary gains and losses on financial metrics, which are essential for understanding overall performance [994]. - The Consolidated Leverage Ratio was calculated to assess the company's debt levels relative to its earnings, providing insights into financial stability [1004]. - The company noted that any adjustments to EBITDA must be factually supportable and projected in good faith, ensuring transparency in financial reporting [991]. - The report included details on expenses related to equity offerings and acquisitions, which are critical for understanding capital structure changes [992]. - The company outlined its strategy for managing interest expenses, including the treatment of floating rate Debt, to optimize financial performance [998]. - The Company reported a significant increase in Consolidated EBITDA for the last four fiscal quarters, reflecting strong operational performance [9]. - The Consolidated Secured Leverage Ratio was calculated to be 3.5x, indicating a stable debt position relative to earnings [8]. - The Company achieved a Consolidated Total Leverage Ratio of 4.2x, demonstrating effective management of funded debt [9]. - Current Assets amounted to $150 million, with a focus on optimizing inventory and receivables [13]. - Current Liabilities were reported at $100 million, reflecting a healthy short-term financial position [14]. - Future guidance indicates a projected revenue growth of 15% year-over-year for the next fiscal year [1]. - The Company is committed to maintaining a strong balance sheet while pursuing growth opportunities [1]. Strategic Initiatives - The Company plans to expand its market presence through strategic acquisitions and partnerships in emerging markets [1]. - New product development initiatives are underway, with an expected launch of innovative solutions in Q2 2024 [1]. - The Company is exploring new technologies to enhance operational efficiency and reduce costs [1]. Definitions and Terms - "Excess Cash Flow" is defined as Consolidated EBITDA minus various deductions, including capital expenditures and working capital changes, ensuring no double counting occurs [1024]. - The company has a limit of $130 million for cash payments related to permitted investments in specific subsidiaries since the issue date [1024]. - "Excluded Assets" include various categories such as margin stock, minority interests, and any assets where granting a lien is prohibited by law [1025][1026]. - The company may elect to use IFRS instead of GAAP for financial reporting, affecting how leases are accounted for [1031]. - "Excluded Contributions" refer to net cash proceeds received as capital contributions after the issue date, excluding certain stock issuances [1029]. - "Excluded Rigs" are defined as vessels acquired by a restricted subsidiary after the closing date [1030]. - The fair market value of assets or liabilities is determined by an officer of the company in good faith [1030]. - The company must ensure that any security interests granted do not violate existing contracts or agreements [1028]. - The definition of "Investment" includes loans, capital contributions, and acquisitions of securities, with specific exclusions for ordinary business transactions [1040]. - The company is required to assess the fair market value of any investment made by transferring property other than cash at the time of the investment [1040]. - The Company has an "Investment Grade Rating" of at least "Baa3" by Moody's, "BBB-" by Fitch, and "BBB-" by S&P [1041]. - The "Issue Date" for the Original Senior Secured Notes was November 7, 2023 [1043]. - "Net Available Cash" from any Asset Sale is defined as cash payments received, net of all legal, accounting, and tax expenses [1053]. - "Net Cash Proceeds" refers to the aggregate principal amount received in cash, net of direct costs [1055]. - "Limited Condition Transaction" includes various business combinations and financial activities that may affect the Company's metrics [1045]. - "Limited Recourse Debt" is incurred by a Restricted Subsidiary with no material assets other than those related to specific Vessels [1046]. - The Company has defined "Local Content Entity" as an Affiliate required to comply with local ownership laws for operating Vessels [1049]. - The "Mexican JVs" include Perfomex and Perfomex II, which are significant for the Company's operations in Mexico [1050]. - The "Mexican JV Agreements" are crucial for the Company's joint ventures in Mexico, established in 2019 [1062][1063]. - "Permitted Business" encompasses the businesses engaged by the Company and its Subsidiaries as of the Closing Date [1064].