SED Energy Holdings and Ventura Offshore Holding have signed a letter of intent for an all-share combination that would create a publicly listed energy services group.
Under the proposed transaction, Energy Holdings would remain the parent company, while Ventura Offshore would operate as a dedicated deepwater drilling division alongside Energy Drilling and SeaBird Exploration.
The combined businesses would have an estimated $1.3 billion contracted revenue backlog.
The transaction would give the enlarged company an implied pro forma equity value of approximately $1 billion, based on Energy Holdings' closing share price on September 10.
Ventura Offshore shareholders would receive 605 million new Energy Holdings ordinary shares, equivalent to an exchange ratio of 5.50 Energy Holdings shares for each Ventura Offshore share.
Existing Energy Holdings shareholders are expected to own approximately 55 per cent of the enlarged company, with Ventura Offshore shareholders holding about 45 per cent on a fully diluted basis.
DNB Bank has committed to a $250 million bridge facility to support refinancing of Ventura Offshore's existing bond ahead of completion, alongside an extension of an existing $30 million revolving credit agreement.
Energy Holdings said it has returned $132.5 million to investors since inception, equivalent to about 30 per cent of its starting market capitalisation.
Energy Holdings chief executive Kurt M. Waldeland said the transaction would create opportunities across existing business lines and adjacent offshore services markets.
He added that, "following completion, we expect the new board to initiate a process to consider a potential US dual-listing and IPO of Energy Holdings."
Closing is targeted for the first quarter of 2027, subject to definitive agreements, regulatory and Bermuda court approvals, and Ventura Offshore's delisting from Oslo Euronext Growth.
The transaction is expected to proceed through a scheme of arrangement under Bermuda law, with the final number of shares subject to adjustments related to capital expenditure and contract start dates for certain rigs.