SED Energy Holdings and Ventura Offshore have signed a letter of intent for an all-share combination that would bring the two offshore drilling businesses under one listed parent company.
Under the proposed transaction, SED Energy Holdings will acquire 100% of the issued shares in Ventura Offshore. Ventura shareholders are expected to receive 605 million new shares in SED Energy Holdings, based on an exchange ratio of 5.50 Energy Holdings shares for each Ventura share.
Following completion, existing SED Energy Holdings shareholders are expected to own approximately 55% of the combined company, while Ventura Offshore shareholders would hold about 45%.
Based on the closing share prices on 10 September 2026 and the maximum number of shares to be issued, the combined company would have a pro forma equity value of approximately $1 billion.
The two companies have combined contracted revenue backlog of about $1.3 billion. After the transaction, SED Energy Holdings will remain the listed parent company, with Ventura Offshore, Energy Drilling and SeaBird Exploration forming part of the group.
The transaction is targeted for completion in Q1 2027. It remains subject to the signing of definitive agreements, satisfactory due diligence, commencement of new contracts for certain rigs, and required shareholder, court and regulatory approvals.
Ventura Offshore is expected to be delisted from Euronext Growth Oslo following completion of the transaction.
In connection with the proposed combination, DNB Bank ASA has committed to provide a $250 million bridge facility and extend an existing $30 million revolving credit agreement.
Kurt M. Waldeland is expected to continue as CEO of SED Energy Holdings, while Guilherme Coelho is expected to remain CEO of Ventura Offshore.
