SED Energy Holdings (referred to as Energy Holdings) and Ventura Offshore have signed a letter of intent (LoI) for an all-share combination that would create a group with an implied pro forma equity value of around $1bn.
Formerly known as SeaBird Exploration, Energy Holdings is a publicly listed investment and holding company on the Oslo Børs stock exchange. It is focused on asset-based energy services.
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Energy Holdings has two wholly owned subsidiaries: Energy Drilling, which owns and operates tender-assisted drilling rigs; and SeaBird Exploration, a provider of marine seismic acquisition data to the oil and gas sector.
Ventura is a Bermuda-incorporated deepwater drilling contractor operating in Brazil and worldwide.
Energy Holdings CEO Kurt Waldeland said: “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 [an] experienced management team, substantial contracted cash flows and exposure to an attractive offshore market.”
Under the proposed terms, Energy Holdings would acquire all outstanding Ventura shares. Ventura shareholders would receive 605 million new Energy Holdings shares, equal to 5.50 Energy Holdings shares for each Ventura share.
Existing Energy Holdings shareholders are expected to own around 55% of the combined company, with Ventura shareholders holding roughly 45% on a fully diluted basis.
Energy Holdings would remain the listed parent, while Ventura would operate as a dedicated deepwater drilling division alongside Energy Drilling and SeaBird Exploration.
The combined businesses are expected to have around $1.3bn in contracted revenue backlog.
Ventura CEO Guilherme Coelho said: “Ventura has built a strong deepwater drilling business with high-quality assets, an experienced organisation, 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.”
Energy Holdings said shareholder distributions would remain central to its capital allocation approach.
It has returned $132.5m (€113.8m) to shareholders since its establishment, equivalent to around 30% of its market capitalisation at inception.
DNB Bank has committed a $250m bridge facility and agreed to extend an existing $30m revolving credit agreement to support the refinancing of Ventura’s existing bond.
Advokatfirmaet BAHR is acting as legal adviser to Energy Holdings. Ventura’s advisers are Advokatfirmaet Thommessen as legal adviser, Arctic Offshore Rig as asset adviser and DNB Carnegie, part of DNB Bank, as financial adviser.
Following the merger, Kurt Waldeland and Guilherme Coelho will continue leading their respective divisions.
Final completion of the transaction is anticipated in the first quarter of 2027.
The closing remains subject to a definitive agreement, due diligence, shareholder and court approvals, regulatory consents and the delisting of Ventura from Oslo Euronext Growth.
