Sept. 11 (OE) SED Energy Holdings and Ventura Offshore have signed a letter of intent for an all-share combination that would create an energy services group with about $1.3 billion in contracted revenue backlog and an implied pro forma equity value of approximately $1 billion.
Under the proposed transaction, SED Energy Holdings would acquire 100% of Ventura Offshore’s outstanding shares, with Ventura shareholders receiving up to 605 million new Energy Holdings shares.
The proposed exchange ratio is 5.50 SED Energy Holdings shares for each existing Ventura Offshore share, leaving current SED Energy Holdings shareholders with about 55% of the combined company on a fully diluted basis and Ventura shareholders with around 45%.
The final number of shares to be issued would be subject to adjustments related to capital expenditure and the commencement of new contracts for certain rigs.
SED Energy Holdings would remain the listed parent following completion, while Ventura Offshore would continue as a dedicated deepwater drilling business alongside SED Energy Drilling and SeaBird Exploration.
Ventura Offshore owns and operates the drillship DS Carolina and semisubmersible rigs SSV Victoria and SSV Catarina, and manages the drillships Atlantic Zonda and Deep Value Driller. Its rigs are currently operating offshore Brazil and Indonesia.
Based on SED Energy Holdings’ closing share price on September 10 and the maximum number of consideration shares to be issued, the combined company would have an implied pro forma equity value of about $1 billion.
“SED Energy Holdings was established with a clear ambition to build a portfolio of high-quality, cash-generative energy services businesses and create value through disciplined capital allocation. Ventura is an excellent fit with that strategy – a high-quality business with experienced management team, substantial contracted cash flows and exposure to an attractive offshore market,” said Kurt M. Waldeland, CEO of SED Energy Holdings.
“Ventura has built a strong deepwater drilling business with high-quality assets, an experienced organization, long-standing customer relationships and substantial contracted backlog. By combining with Energy Holdings, our shareholders will continue to participate fully in Ventura’s future while also gaining exposure to a larger and more diversified portfolio of cash-generative businesses. The combination will also provide greater financial flexibility to pursue attractive growth opportunities in the offshore drilling sector,” added Guilherme Coelho, Ventura Offshore’s CEO.
DNB Bank has committed to a $250 million bridge facility and an extension of an existing $30 million revolving credit agreement to support refinancing of Ventura Offshore’s existing bond and provide financial flexibility through completion of the proposed transaction.
Completion is targeted for the first quarter of 2027 and remains subject to the execution of a definitive combination agreement, confirmatory due diligence, commencement of new contracts for certain rigs, shareholder and court approvals, regulatory approvals and consents, and other customary conditions.
The transaction would be implemented through a scheme of arrangement under Bermuda law and would require Ventura Offshore to delist from Euronext Growth Oslo.
Waldeland would remain CEO of SED Energy Holdings following completion, while Coelho would continue as CEO of Ventura Offshore. Gunnar W. Eliassen is expected to be nominated as chairman, with the final board composition to be set out in any definitive combination agreement and submitted for shareholder approval.
The boards and key shareholders of both companies support the proposed combination.
Brazil Energy Insight 
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