SED Energy Holdings to acquire Ventura Offshore in all-share combination

Type: Acquisition · Technology: Oil Gas · Country: Bermuda · Value: $1B · Announced: 2026-09-11

SED Energy Holdings and Ventura Offshore signed a letter of intent for an all-share combination to create an energy services group with approximately $1 billion in implied pro forma equity value and about $1.3 billion in contracted revenue backlog. Under the proposed transaction, SED Energy Holdings would acquire 100% of Ventura Offshore's outstanding shares, with Ventura shareholders receiving up to 605 million new SED Energy Holdings shares. The exchange ratio is set at 5.50 SED Energy Holdings shares for each existing Ventura Offshore share, resulting in SED Energy Holdings shareholders holding about 55% of the combined company and Ventura shareholders holding around 45% on a fully diluted basis. Completion is targeted for the first quarter of 2027 and is subject to the execution of a definitive combination agreement, confirmatory due diligence, and various regulatory and shareholder approvals.

Analysis

SED Energy Holdings announced an all‑share acquisition of 100% of Ventura Offshore’s outstanding shares, valuing the combined entity at roughly $1 billion of implied pro forma equity and $1.3 billion of contracted revenue backlog. Ventura Offshore is incorporated in Bermuda. The exchange ratio is 5.50 SED Energy Holdings shares for each Ventura Offshore share, giving Ventura shareholders up to 605 million new SED shares and resulting in approximately 55% ownership for SED shareholders and 45% for Ventura shareholders on a fully diluted basis. The parties target first‑quarter 2027 completion, subject to a definitive agreement, confirmatory due diligence and required regulatory and shareholder approvals.

Key points

Counterparties

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