SED Energy Holdings and Ventura Offshore have signed a letter of intent (LoI) for an all-share combination with the aim of creating a larger and stronger publicly listed energy services platform.
Energy Holdings will acquire 100% of the outstanding shares in Ventura Offshore, remaining the listed parent company, with Ventura Offshore shareholders receiving new ordinary shares in Energy Holdings as consideration.
Ventura Offshore will continue as a dedicated deepwater drilling vertical alongside Energy Drilling and SeaBird Exploration. Together, the businesses will form a broader portfolio of cash-generative assets with approximately $1.3 billion of contracted revenue backlog.
The companies expect the combination to create significant benefits through increased scale, disciplined capital allocation and an enhanced financing and capital markets profile.
“The transaction is expected to enable incremental growth opportunities that Energy Holdings and Ventura Offshore would not be able to pursue on a stand-alone basis, both within our existing verticals and in adjacent offshore services markets,” said Kurt M. Waldeland , CEO of Energy Holdings.
“We also expect the combined company to unlock significant financial synergies, including through a more efficient debt structure and the potential for non-amortizing debt, which could materially increase distribution capacity. Finally, following completion, we expect the new Board to initiate a process to consider a potential US dual-listing and IPO of Energy Holdings.”
Completion of the transaction is expected during Q1 2027, subject to the execution of the definitive combination agreement, confirmatory due diligence, commencement of new contracts for parties’ certain rigs, required shareholder and court approvals, relevant regulatory approvals and consents, and other customary conditions, including delisting of Ventura Offshore from Oslo Euronext Growth.
Waldeland will continue as Chief Executive Officer of Energy Holdings and Guilherme Coelho will continue as CEO of Ventura Offshore.
“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,” Coelho said.