Borr announces launch of Paragon Offshore share purchase tender offer

By Caroline Salls

Pittsburgh, Feb. 27 – Borr Drilling Ltd. launched its tender offer to purchase all of Paragon Offshore Ltd.’s outstanding shares at a purchase price of $42.28 per share, according to a Borr news release.

Borr said the offer will remain open for 20 business days. The offer period is expected to expire at 12:01 a.m. ET on March 24.

The transaction is expected to close on March 27, subject to the satisfaction of the offer conditions.

Specifically, the closing is subject to the valid tender of at least 3,361,763 shares, representing at least 67% of the outstanding shares before the expiration date, no material adverse change having occurred before closing and Paragon’s completion of all actions necessary to acquire ownership of some Prospector drilling rigs and legal entities currently subject to Chapter 11 proceedings in the U.S. Bankruptcy Court in the District of Delaware.

Borr said the offer is not subject to a financing condition.

Paragon shareholders who tender their shares in the offer will also receive from Borr cash in an amount equal to a portion of any proceeds received by Paragon, on or before the day prior to Borr’s acceptance for payment and payment for all shares tendered, under an arbitration award against a third party.

Ro Sommernes Advokatfirma DA is serving as legal adviser and Seward & Kissel LLP is serving as U.S. legal counsel to Borr. Vinson & Elkins LLP is serving as legal adviser and Deutsche Bank Securities Inc. is serving as financial adviser to Paragon.

Paragon Offshore is a Houston-based provider of offshore drilling rigs. Its Prospector Offshore Drilling Sarl unit filed for bankruptcy on July 20, 2017 under Chapter 11 case number 17-11572.

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