exhibit48-ppltermsheetsi






Strictly Confidential  Subject to Contract/Subject to Board Approval  Binding Term Sheet for Amendment of Terms of  Global Deed of Amendment with PPL Shipyard  This term sheet (the "Term Sheet") summarises the main terms for a refinancing by  PPL Shipyard Pte Ltd ("PPL") of certain obligations owed to PPL by Borr Drilling Limited  ("Borr Drilling" and, together with PPL, the "Parties") and certain of its subsidiaries (being  the Owners, Holdco and BM Ventures) (collectively with Borr Drilling, "Borr"). Borr Drilling  together with its subsidiaries is referred to herein as the "Company" or "BDL".  The Parties have previously amended the terms of Seller's Credits pursuant to the  Global Amendment Deed dated 5 June 2020 (the "Original Global Amendment Deed") as  amended including by the Second Global Amendment Deed dated 28 January 2021 (the  "Second Global Amendment Deed" and together with the Original Global Amendment Deed,  the "Global Amendment Deeds"). Capitalised terms used but not defined herein have the  meanings ascribed thereto in the Global Amendment Deeds.  The Parties now wish to further amend the terms of the Sellers' Credits and the Global  Amendment Deeds on the terms subject to the conditions set forth in this Term Sheet.  The Parties intend that the amendments set forth herein (the "PPL Amendments") shall  be made concurrently with amendments by the Company to its framework agreement with  Keppel Fels Limited which will include amendments to give effect to a refinancing of the  obligations under that facility including amendments to the timing of payment of principal and  Capitalised Interest and amendments to the cost cover/interest rate from May 2023 which are  substantially the sameas those set forth in this Term Sheet (the "Keppel Amendments").  The refinancing transactions contemplated by this Term Sheet and the Keppel  Amendments are intended to be a first step in connection with a refinancing of the Company's  capital structure. Specifically, the Company intends to seek to refinance the following debt  facilities and instruments in the first half of 2022:  (i) refinance the loan facilities with Hayfin entities (the "Hayfin Facility") with the Hayfin lenders to mature in January 2025 or later or refinance such facility with a new bond or  loan facility maturing later than such date;  (ii) refinance the $450 million and $100 million loan facilities for which DNB Bank ASA is the facility agent (the "DnB Facilities") with the DnB lenders to mature in January  2025 or later or refinance such facility with a new bond or loan facility maturing later than such  date; and  (iii) refinance the 3.875% convertible notes due 2023 with the noteholders to mature in May 2025 or later and potentially repurchase at a discount to par through cash, conversion into  equity or refinance such notes, or a combination of these, at a discount to par, with a new bond  or loan facility,  the foregoing (i), (ii) and (iii) together, the "Refinancing".  Set forth below is a summary of the terms of the Global Amendment Deeds and the  Seller's Credits to be amended, which is subject to PPL’s Board approval. The Parties shall in  PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE SUCH PORTIONS ARE BOTH NOT MATERIAL AND CONTAINS PERSONAL INFORMATION. THE OMISSIONS HAVE BEEN INDICATED BY ASTERISKS (“[***]”). 





 






good faith negotiate and enter into a third global amendment deed to give effect to the  provisions of this Term Sheet. The terms of such third global amendment deed shall be in a  form acceptable to PPL in its sole discretion and such deed shall become fully effective only  upon satisfaction of the conditions precedent to effectiveness stated therein and in this Term  Sheet.  Provision Amendment  Repayment Dates for  Sellers' Credits:  All repayment dates shall be changed from 1 May 2023 to 1  May 2025  Interest: Interest shall accrue on outstanding principal (excluding  Capitalised Interest) from 1 May 2023 at the fixed rate of  5.99% p.a., payable quarterly in cash (with Capitalised Interest  payable as set forth below).  Interest shall accrue on Capitalised Interest at the fixed rate of  7.50% per annum and shall be capitalised as Capitalised  Interest.  Extension fee 0.50% of the principal outstanding loan amount ($753.3  million) to be paid to PPL upon execution of the Amendment  Agreement (total $3.7665 million). In the event that the total  upfront fees or equivalent payable to any other Creditor with  respect to any deferment or refinancing is higher than 0.50%,  the Company shall pay PPL the difference in cash  concurrently with such payment to other Creditor(s).  





 






Repayment of  Capitalised Interest:  Borr to pay PPL the annual amounts required by Section 2.4 of  the Second Global Amendment Deed, with the following  amendments:  • December 31, 2021: no change ($5.25 million)  • 2022: Borr shall pay to PPL in repayment of  Capitalised Interest $30 million in payments of $2.0  million each at the last business day of March, June and  September 2022, and the remaining $24 million on  December 31, 2022 instead of the payments totaling  $12 million contemplated by Section 2.4 of the Second  Global Amendment Deed.  • 2023: Borr shall pay:  o $20 million in March 2023 instead of the $18  million contemplated by Section 2.4 of the  Second Global Amendment Deed  (to be applied to the remaining Capitalised Interest  or, if no Capitalised Interest is outstanding, to  principal)  The remaining Capitalised Interest outstanding following the  above payments shall be paid as follows:  • half (50%) shall be paid in three equal instalments on  the last business day of June, September and December  2023, and  • the remaining 50% shall be paid in four equal  instalments on the last business day of March, June,  September and December 2024.  Paydown from Equity  Offering Proceeds upon  completion of the  Amendment to the  Global Amendment  Deeds:  Borr shall pay to PPL $12.7 million of the proceeds of an  equity offering that Borr Drilling contemplates to conduct  in connection with the transactions contemplated by this  term sheet, to be applied in payment of the Extension Fee  and repayment of Capitalised Interest. The completion of  the equity raise and payment of all amounts due to PPL1  are Conditions Precedent to the effectiveness of the  transaction contemplated herein.  In addition, for any further equity raises going forward Borr  will pay to PPL 20% of the net proceeds of such offerings to  be applied first as repayment of Capitalised Interest due in the  same year (as outlined above in “Repayment of Capitalised Interest”), and for any excess cash from equity raises to be applied to the principal amount outstanding.  1 The settlement of the equity raise will be after full approval of the Sembcorp & Borr Drilling boards of this deal.  





 






Provision Amendment  Paydown if Market  Cap Exceeds  $500m:  If, during 2022, the market capitalisation of Borr exceeds $500m, over a period of at least consecutive 5 trading days,  Borr will pay to PPL, within 3 months of meeting the $500m  market cap threshold, an amount of $10 million to be applied  in repayment of Capitalised Interest or principal  Dividends from Borr  Drilling Limited:  Borr Drilling Limited shall not pay any dividends to its  shareholders unless all the outstanding Capitalised Interest is  repaid and 75% of the outstanding principal owed to PPL is  repaid. Transfers by Lender: PPL may transfer its loans at any time without the consent  of Borr, subject to other customary terms to be agreed.  Borr to have the right to match the selling price of the loan.  Consent: PPL to provide written consent for BDL to make, or commit to  make, payments to other debt providers as part of or required  by the Keppel Amendments and the Refinancing  Condition: • The obligations of the Parties to implement the amendments to the Sellers' Credits and Global Amendment Deeds and other provisions of this Term Sheet (other than Governing Law and Confidentiality) shall be subject to (i) BDL obtaining any consents necessary to implement the provisions hereof from the requisite lenders under the Hayfin Facility and DNB Facilities and Keppel entering into a binding agreement to give effect to the Keppel Amendments, and all such consents shall be forwarded to PPL once available; (ii) receipt by PPL of final execution versions of the documents giving effect to the Keppel Amendments (the "Keppel Documents") at least 5 Singapore business days before the time of completion for this transaction; (iii) Receipt by PPL of signed copies of the Keppel Documents giving effect to the Keppel Amendments and evidence that the same have become effective or will become effective contemporaneously with the Long Form Documentation becoming fully effective; (iv) such  other Conditions Precedent as stated in the Second Amendment Deed and this Term Sheet; and (v) BDL shall reimburse PPL for all of its costs and expenses (including legal fees) in connection with the transaction. 





 






[Signature Page Follows]  Provision Amendment  Reversion if no  refinancing of other  debt:  If the Refinancing (as defined above) has not been completed  by June 30, 2022, the terms under this Term Sheet revert to the  terms under the existing arrangements without giving effect to  the amendments above, except that there shall be no  requirement for PPL to repay any of the payments made  pursuant to this term sheet which shall remain applied in  repayment of Capitalised Interest (or principal repayment to  the extent there is not sufficient Capitalised Interest). For the  avoidance of doubt, the Extension Fee is not refundable under  any circumstance.  Governing law: This Term Sheet will be governed by and construed in  accordance with English law.  Confidentiality: No party shall disclose to any other person the contents of this  Term Sheet or any of the transactions or matters contemplated  or referred by it, other than (i) as required by applicable law,  regulation or stock exchange rules or (ii) a disclosure to any of  its directors, officers, employees or professional advisers to the  extent that such disclosure is reasonably necessary for the  purposes of the matters contemplated by this Term Sheet and  (iii) the disclosure of this Term Sheet by Borr to its creditors in  connection with seeking any necessary waivers or consents  required to implement the terms of the Term Sheet and  provided that, in such case, each such recipient is made aware  of and undertakes to comply with the disclosing party’s obligation of confidentiality under this Term Sheet as if such  recipient were a party to this Term Sheet.  Waiver and Consent: PPL agrees to provide any necessary waivers and consents to  permit the Refinancing and the Keppel Amendments and any  other amendments and waivers reasonably required in  connection with the foregoing, provided that any such  waivers or consents shall not in any way be prejudicial to  PPL’s rights and interests under the Second Amendment  Deed and as contemplated herein in this Term Sheet.  Long Form  Documentation:  The Parties shall negotiate in good faith long form  documentation to give effect to the provisions of this Term  Sheet, using as a starting point the Second Global Amendment  Deed