Ventura Offshore (VTURA) M&A announcement summary

Deal rationale and strategic fit

• The combination creates a larger, diversified offshore services platform with enhanced scale, cash generation, and growth potential, enabling pursuit of opportunities not possible individually.

• The joint entity will operate across deepwater drilling, tender-assist drilling, and seismic vessels, with a strong presence in Brazil, Southeast Asia, and globally.

• Ventura Offshore becomes a dedicated vertical, expanding exposure to Brazil and Southeast Asia and adding deepwater drilling expertise.

• The platform is positioned to act as a consolidator in current markets and pursue adjacent verticals in the energy services space.

• Strengthened capital markets profile with a pro forma market cap exceeding USD 1 billion.

Financial terms and conditions

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

• DNB Bank ASA committed to a USD 250 million bridge facility and a USD 30 million revolving credit extension to support refinancing and transaction completion.

• Pro forma equity value of the combined company exceeds USD 1 billion, with a contracted revenue backlog of USD 1.3 billion.

Synergies and expected cost savings

• Significant financial synergies expected, including refinancing Ventura's bond with non-amortizing debt, reducing annual amortization by USD 40 million and freeing up liquidity.

• Enhanced capacity for shareholder distributions due to increased earnings and cash flow base, with potential dividends exceeding NOK 2 per share annually.

• Limited operational synergies expected, with some overlap in Southeast Asia.