SED Energy Holdings (ENH) M&A announcement summary

Deal rationale and strategic fit

• Combination creates a larger, diversified offshore/energy services platform with enhanced scale, cash generation, and growth potential.

• Enables pursuit of growth transactions and opportunities in existing and adjacent offshore services markets that were previously unattainable due to lack of scale.

• Merges complementary businesses, increasing scale, reducing risk, and improving access to financing.

• Ventura Offshore becomes a third operating vertical, expanding presence in Brazil and Southeast Asia and bringing a strong deepwater drilling business.

• Combined entity is positioned to act as a consolidator in the energy services market.

Financial terms and conditions

• All-share transaction: Ventura Offshore shareholders receive 605 million new shares, representing 45% of the combined company, at a 5.50x exchange ratio, subject to adjustments.

• Pro forma equity value exceeds $1 billion, with a combined market capitalization around $1 billion.

• DNB Bank ASA committed to a $250 million bridge facility and a $30 million revolving credit extension for Ventura.

• Transaction subject to adjustments for CAPEX and contract commencements.

• Energy Holdings shareholders will own ~55%, Ventura Offshore shareholders ~45% post-transaction.

Synergies and expected cost savings

• Significant financial synergies expected from refinancing Ventura's amortizing bond with non-amortizing debt, reducing cost of capital and increasing distribution capacity.

• Refinancing could free up $40 million in liquidity, directly increasing dividend capacity.

• Optimizing balance sheet and capital structure to extract further financial synergies.

• Enhanced capacity for shareholder distributions due to strengthened earnings and cash flow base.

• Limited operational synergies, mainly in Southeast Asia.