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Energy Holdings, Ventura Offshore Agree to Combine in All-Share Deal

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Energy Holdings and Ventura Offshore agreed to combine in an all-share transaction, with Energy Holdings remaining the enlarged group's listed parent, it said Friday.

The combined group will retain Ventura Offshore as a dedicated deepwater drilling vertical alongside Energy Drilling and SeaBird Exploration.

The transaction will bring together the two businesses under a broader energy services platform, with about $1.3 billion in contracted revenue backlog across cash-generating assets.

Energy Holdings will acquire all outstanding Ventura Offshore shares, while Ventura shareholders will receive 605 million new Energy Holdings shares at an exchange ratio of 5.50x for each Ventura share.

Existing Energy Holdings shareholders will own about 55% of the combined company, with Ventura shareholders holding the remaining 45% on a fully diluted basis.

Shareholder distributions will remain a core part of the group's capital allocation strategy, with the deal expected to strengthen the earnings and cash flow base supporting future returns.

DNB Bank will provide $250 million in bridge financing and extend Ventura's $30 million revolving facility, giving the company additional funding to refinance its bond.

Energy Holdings expects to complete the combination in Q1 2027, subject to definitive agreements, due diligence, shareholder, court, and regulatory approvals, and other closing conditions.

"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," said Kurt M. Waldeland, CEO of Energy Holdings.

"The combination will also provide greater financial flexibility to pursue attractive growth opportunities in the offshore drilling sector," said Guilherme Coelho, CEO of Ventura Offshore.

Kurt M. Waldeland will remain CEO of Energy Holdings after the deal closes, while Guilherme Coelho will continue to lead Ventura Offshore.

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