(World Oil) – SED Energy Holdings Plc and Ventura Offshore Holding Ltd. have signed a letter of intent (LOI) for an all-share combination that would create a larger offshore energy services group with an implied pro forma equity value of approximately $1 billion.Under the proposed transaction, Energy Holdings would acquire 100% of Ventura Offshore’s outstanding shares. Ventura shareholders would receive 605 million new Energy Holdings shares, representing an exchange ratio of 5.5 Energy Holdings shares for each Ventura share.Following completion, existing Energy Holdings shareholders are expected to own approximately 55% of the combined company on a fully diluted basis, with Ventura shareholders owning approximately 45%.Ventura would continue operating as a dedicated deepwater drilling business alongside Energy Drilling and SeaBird Exploration. Together, the businesses have approximately $1.3 billion in contracted revenue backlog.“Ventura is an excellent fit with that strategy — a high-quality business with experienced management team, substantial contracted cash flows and exposure to an attractive offshore market,” said Kurt M. Waldeland, CEO of Energy Holdings.Energy Holdings said the combination would provide additional financial flexibility to pursue growth opportunities across offshore drilling and adjacent offshore services markets. The company also plans to evaluate a potential U.S. dual listing and initial public offering following completion of the transaction.DNB Bank ASA has committed to provide a $250 million bridge facility and extend an existing $30 million revolving credit agreement. The financing is intended to support refinancing of Ventura Offshore’s existing bond and provide financial flexibility through completion of the transaction.The combination is expected to close during the first quarter of 2027, subject to execution of a definitive agreement, confirmatory due diligence, commencement of new contracts for certain rigs, shareholder and court approvals and required regulatory clearances.Energy Holdings will remain the publicly listed parent company, with Waldeland continuing as CEO. Guilherme Coelho will remain CEO of Ventura Offshore.The companies cautioned that there is no assurance a definitive combination agreement will be executed or that the transaction will be completed.