SED Energy Holdings Plc and Ventura Offshore Holding Ltd have signed a letter of intent to merge, creating a combined energy services platform with an implied equity value of approximately US$1 billion (AU$1.40 billion).
Under the terms of the all-share deal, Energy Holdings will acquire 100 per cent of Ventura Offshore, issuing 605 million new ordinary shares to Ventura shareholders.
Upon completion, existing Energy Holdings shareholders will own approximately 55 per cent of the combined group, with Ventura Offshore shareholders holding the remaining 45 per cent.
The transaction brings together complementary assets to create an expansive portfolio with roughly US$1.3 billion in contracted revenue backlog.
Ventura Offshore will operate as a dedicated deepwater drilling division within the parent company, joining existing operations Energy Drilling and SeaBird Exploration.
Energy Holdings CEO Kurt M. Waldeland said the combination would deliver substantial scale, unlock financial synergies, and bolster distribution capacity for investors.
“Energy Holdings was established with a clear ambition to build a portfolio of high-quality, cash-generative energy services businesses,” Waldeland said.
“Ventura is an excellent fit with that strategy – a high-quality business with an experienced management team, substantial contracted cash flows, and exposure to an attractive offshore market.”
Waldeland also revealed that following completion, the company expects to explore a potential dual-listing and initial public offering in the United States.
Ventura Offshore CEO Guilherme Coelho noted the strategic advantages for shareholders, noting that the deal grants access to a broader, more diversified asset base while maintaining exposure to deepwater drilling growth.
“The combination will also provide greater financial flexibility to pursue attractive growth opportunities in the offshore drilling sector,” Coelho said.
To support the transaction, DNB Bank ASA has committed to a US$250 million bridge facility to assist in refinancing Ventura Offshore’s existing debt.
The deal is supported by the boards of directors and key shareholders of both companies.
The merger is expected to close in the first quarter of 2027, subject to definitive documentation, regulatory sign-offs, court approvals in Bermuda, and the delisting of Ventura Offshore from Euronext Growth Oslo.