Borr Drilling Limited announced a binding tender agreement to offer to purchase all outstanding shares in Paragon Offshore Limited on February 21. Total acquisition price for all outstanding shares is estimated at USD 232.5 million.
Borr has received commitments from holders of 67.9% of Paragon’s shares for its tender offer which will be made to all shareholders in Paragon. Paragon has approximately USD 180 million of cash and approximately USD 215 million of liabilities linked to debt and working capital. Paragon had as of January 31, 2018 a revenue backlog of USD 204 million. The takeover will include certain costs relating to change of control and termination of personnel contracts.
The acquisition will be financed through cash on balance sheet and issuance of equity and/or debt instruments. Borr currently has authorisation to issue 46.7 million shares within its current mandate. The Board of the Borr has approved the transaction and major shareholders have expressed support for the deal. The acquisition is expected to close in March 2018, and is subject to customary closing conditions.
Paragon is an international driller with a fleet of 32 drilling units as per January 2018. This fleet includes two modern units of the leading JU-2000E design, the Prospector 1 and Prospector 5 built in 2013 and 2014 currently located in the North Sea. These rigs in particular will complement Borr’s fleet and further consolidate its leading position in the premium jack-up segment. Additionally, it provides a solid base for growth in the recovering North Sea rig market. The portfolio also includes a semisubmersible MSS1 scheduled to go on a long-term contract for TAQA in the North Sea starting in March. The Prospector 1 and five of Paragon’s older jack-ups are currently working in the North Sea, India and Middle-East, with four additional jack-ups under contract or committed, including Prospector 5. In addition, there are 21 older uncontracted jack-ups stacked in different locations. Paragon has a strong operational track record, including average uptime over the last three years of 99.15%.
“We are acquiring an experienced organisation, solid management systems, and quality assets at attractive prices. By integrating a very capable operating platform, Borr will be qualified based on the historical track record to tender, win contracts and operate in most jurisdictions,” commented CEO Simon Johnson.
“As almost 50% of the global rig fleet is more than 30 years old, responsible owners should take steps to rationalise their fleets and consolidate the fragmented market. Borr wants to be at the forefront of this initiative. Borr will, as communicated, focus on operating modern, high-spec assets. In view of this strategy the board will evaluate the future of the uncontracted older jack-ups which are part of the Paragon fleet. Based on the anticipated high reactivation cost, safety standards and drilling efficiency it is likely that most of these units will not be marketed for new drilling contracts,” Chairman Tor Olav Troim followed up in a comment.
Borr will, following completion of the transaction, own 24 premium jack-ups built after 2000, and become the world’s largest premium jack-up rig operator.
The consummation of this deal marks a major step forward for Borr. With the increased activity we are currently witnessing, the assets and operation acquired through this transaction are likely to create significant shareholder value.
Sea News, February 22