Energy Holdings and Ventura Offshore Sign LOI for $1 Billion Merger
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SED Energy Holdings Plc and Ventura Offshore Holding Ltd. have entered into a letter of intent (LOI) to merge in an all-stock transaction. The deal would establish a expanded offshore energy services provider with an estimated pro forma equity value of around $1 billion.
The proposed agreement outlines that Energy Holdings will purchase 100% of Ventura Offshore’s outstanding shares. In exchange, Ventura shareholders will be issued 605 million new shares of Energy Holdings, establishing an exchange ratio of 5.5 Energy Holdings shares for every single share of Ventura.
Upon closing, current Energy Holdings shareholders will hold roughly 55% of the combined entity on a fully diluted basis, while Ventura shareholders will retain approximately 45%.
Ventura is set to maintain its operations as a specialized deepwater drilling unit, running alongside SeaBird Exploration and Energy Drilling. Collectively, these operations hold a contracted revenue backlog valued at approximately $1.3 billion.
“Ventura aligns perfectly with our strategy—it is a premium business backed by a seasoned management team, robust contracted cash flows, and strong positioning in a promising offshore market,” stated Kurt M. Waldeland, CEO of Energy Holdings.
According to Energy Holdings, the merger will deliver enhanced financial agility, enabling the group to target expansion prospects in offshore drilling and related offshore service sectors. Additionally, the firm intends to explore a potential dual listing and initial public offering in the United States once the transaction is finalized.
DNB Bank ASA has pledged a $250 million bridge facility and agreed to extend a current $30 million revolving credit line. This funding package is designed to facilitate the refinancing of Ventura Offshore’s active bond and secure financial liquidity throughout the merger process.
The transaction is projected to wrap up in the first quarter of 2027, contingent upon the signing of a definitive agreement, successful due diligence, the start of new contracts for specified rigs, approvals from shareholders and courts, and necessary regulatory consents.
Energy Holdings will persist as the publicly traded parent entity, with Waldeland remaining in his role as CEO. Guilherme Coelho will also continue to lead Ventura Offshore as its CEO.
Both parties noted that there is no guarantee a final merger agreement will be finalized or that the deal will ultimately close.
