SED Energy Holdings Plc and Ventura Offshore Holding Ltd. have signed a letter of intent (LOI) to merge in an all-share deal that creates a new mid-tier, geographically diverse energy services platform with a fleet of deepwater drillships focused largely on Brazil, shallow-water tender rigs in Southeast Asia, and marine seismic vessels operating globally.
Energy Holdings owns Energy Drilling, a tender-assisted drilling contractor active primarily in Southeast Asia, and SeaBird Exploration, a marine seismic acquisition company whose two-vessel fleet is currently deployed in India and West Africa.
By acquiring 100% of Ventura’s outstanding shares, Energy Holdings would scale its business into a $1 billion energy services company backed by a $1.3 billion contract backlog, meeting the threshold for a US dual listing and IPO, according to a release announcing the LOI 11 September.
Both companies currently list on Euronext Growth Oslo.
Under the agreement, Ventura’s shareholders would receive 605 million newly issued Energy Holdings shares, equivalent to 5.5 Energy Holding shares for each Ventura share. At closing, existing Energy Holdings shareholders would own about 55% of the combined company and Ventura shareholders about 45% on a fully diluted basis, according to the release.
Deep or Shallow, From Brazil to Indonesia
Ventura Offshore owns and operates the drillship DS Carolina and semisubmersible rigs SSV Victoria and SSV Catarina. It also provides marketing and operations management services for the drillships Atlantic Zonda and Deep Value Driller, which are owned by Eldorado Drilling.
All are operating offshore Brazil under contract to Petrobras, except for Catarina, which is operating offshore Indonesia for Eni. On 4 September, Ventura added the Deep Value Driller to its fleet together with a $58 million contract to drill a deepwater exploration well for Petronas offshore West Papua near New Guinea, according to a company news release.
Upon closing of the merger, Energy Holdings would remain the listed parent company, with Kurt M. Waldeland continuing as CEO. Guilherme Coelho would remain CEO of Ventura Offshore, which would continue to operate as the combined company’s dedicated deepwater drilling division, according to the LOI. Gunnar W. Eliassen, chairman of the Ventura board, is expected to be nominated as chairman of the combined company.
Building a Future on a Firm Foundation
“Energy Holdings was established with a clear ambition to build a portfolio of high-quality, cash-generative energy services businesses and create value through disciplined capital allocation,” Waldeland said.
“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,” he added.
Coelho noted that his company had “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.”
The transaction is expected to close in the first quarter of 2027 subject to customary approvals and delisting of Ventura Offshore from Euronext Growth Oslo.