SED Energy Holdings and Ventura Offshore Unite to Form a $1 Billion Energy Services Firm

SED Energy Holdings Plc and Ventura Offshore Holding Ltd. Merger Overview

• Deal Announcement

  • SED Energy Holdings and Ventura Offshore have signed a Letter of Intent (LOI) for a merger in an all-share deal.
  • This merger aims to establish a mid-tier, geographically diverse energy services platform.

• Fleet and Operations

  • The combined entity will possess a fleet of deepwater drillships, shallow-water tender rigs in Southeast Asia, and marine seismic vessels.
  • Energy Holdings owns Energy Drilling, focused on Southeast Asia, and SeaBird Exploration for marine seismic acquisition.

• Financial Implications

  • The merger aims to elevate the company to a $1 billion energy services firm, backed by a $1.3 billion contract backlog.
  • This positions the combined entity for a dual listing in the U.S. and an IPO.

• Share Distribution

  • Ventura shareholders will receive 605 million newly issued shares of Energy Holdings, translating to 5.5 shares for each Ventura share.
  • Post-merger, existing Energy Holdings shareholders will own approximately 55%, while Ventura shareholders will hold about 45% on a fully diluted basis.

• Key Assets and Contracts

  • Ventura Offshore operates the drillship DS Carolina and semisubmersible rigs SSV Victoria and SSV Catarina.
  • These units are primarily contracted with Petrobras in Brazil, with Catarina operating for Eni in Indonesia.
  • Ventura recently added the Deep Value Driller to its fleet under a $58 million contract with Petronas.

• Leadership Structure

  • Kurt M. Waldeland will continue as CEO of the merged entity, with Guilherme Coelho retaining his position as CEO of Ventura.
  • Gunnar W. Eliassen is expected to serve as chairman of the new company.

• Forward-Looking Statements

  • Waldeland emphasized growth opportunities and increased value through disciplined capital allocation.
  • Coelho highlighted the benefits of merging in terms of financial flexibility and access to a diversified portfolio of energy services.

• Timeline

  • The transaction is projected to close in Q1 2027, pending necessary approvals and the delisting of Ventura from Euronext Growth Oslo.