Energy Holdings and Ventura Offshore Sign LOI for $1 Billion Merger
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**Energy Holdings and Ventura Offshore Agree to $1 Billion Merger**
SED Energy Holdings Plc and Ventura Offshore Holding Ltd. have signed a letter of intent (LOI) to merge in an all-share transaction. The deal will establish a major offshore energy services provider with an estimated pro forma equity value of $1 billion.
**Transaction Details**
Under the terms of the agreement, Energy Holdings will acquire all outstanding shares of Ventura Offshore. Ventura shareholders will receive 605 million newly issued Energy Holdings shares, translating to an exchange ratio of 5.5 Energy Holdings shares for every Ventura share.
Once the merger is finalized, current Energy Holdings shareholders will hold roughly 55% of the combined entity on a fully diluted basis, while Ventura shareholders will own the remaining 45%.
**Business Operations and Backlog**
Ventura is set to operate as a specialized deepwater drilling division alongside SeaBird Exploration and Energy Drilling. On a combined basis, the companies hold a contracted revenue backlog of approximately $1.3 billion.
“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,” stated Kurt M. Waldeland, CEO of Energy Holdings.
**Financial Strategy and Funding**
Energy Holdings noted that the merger will enhance its financial flexibility, allowing the group to pursue expansion in offshore drilling and related service sectors. Additionally, the company plans to explore a potential dual listing and initial public offering (IPO) in the United States after the deal closes.
To support the transaction, DNB Bank ASA has committed to a $250 million bridge facility and agreed to extend an existing $30 million revolving credit line. This funding will be used to refinance Ventura Offshore’s current bond and ensure liquidity during the transition.
**Leadership and Next Steps**
Energy Holdings will serve as the publicly listed parent company, with Waldeland remaining as CEO. Guilherme Coelho will continue to lead Ventura Offshore as its CEO.
The transaction is projected to close in the first quarter of 2027, subject to the signing of a definitive agreement, satisfactory due diligence, the activation of specific rig contracts, shareholder and court approvals, and regulatory clearances. Both companies noted that there is no guarantee a final agreement will be reached or that the merger will be finalized.
