Good morning, everyone, and welcome to this presentation of a proposed merger between SeaBird Exploration and Energy Drilling, aiming to create an oil services leader focused on shareholder distributions. My name is Ståle Rodahl. I'm the Executive Chairman of SeaBird Exploration. I'm here today, or rather at various locations today, with Alf Thorkildsen, the Chairman of Energy Drilling, CEO Marcus Chew, and CFO Viggo Pedersen. Today, we're going to take you through a presentation focusing on the strategic rationale behind the deal, as well as the numbers for the Proforma Combined Company. In a second section, we will look at Energy Drilling in more detail. Those who want to look at the details of SeaBird, please look at our website, where you will find the latest quarterly reports and webcasts. The Combined Company, right from the get-go, will have a strong financial platform with predictable cash flows.
SeaBird is a leading provider of marine seismic acquisition services. It has a fully contracted fleet with a strong backlog, and it has a solid financial and operational track record from the restructuring that was initiated five years ago. Energy Drilling is a leading tender rig operator, controlling 38% of the world's active tender rigs. Also here, a fully contracted fleet with a strong backlog. It's present in the world's fastest-growing region for natural gas, and it was founded by industry veterans with more than 90 years of combined experience. Indeed, we got one of them with us here today with Marcus Chew. The Proforma Combined Company will have more than $380 million market cap, a modest net debt of $44 million.
It will have more than $500 million in firm revenue backlog, more than $320 million in firm EBITDA backlog, and more than $270 million before financing in free cash flow from this backlog. A decisive factor for the two companies to find together here in this merger is a shared commitment to maximize value through shareholder distributions. The two companies will combine into one listed entity with two adjacent business verticals. SeaBird Exploration PLC will be the surviving entity as a Cyprus holding company to be listed, or continues listing, rather, on the main board in Oslo. The two subsidiaries being Seismic with SeaBird Exploration and Drilling with Energy Drilling. We're combining in a share-for-share acquisition where SeaBird will issue approximately 651 million shares to the eDrill shareholders, who will then hold approximately 89% of the Combined Company.
We expect closing in the second quarter, or should say well before the closing of the second quarter of 2025, and the transaction is supported by the board of directors and the larger shareholders in both companies, and here, please see the press release for further details on that. Also, on top of this, the SeaBird shareholders will retain the approved NOK 0.4 per share dividend that has been scheduled for distribution in the current quarter, so to sum up, the Combined Company will focus on distributions to shareholders. It will have a diversified asset base and reduced market risk, a strong combined backlog, and enhanced cash flow visibility. It has the potential to improve debt financing terms for the Combined Company, and it will continue SeaBird's dividend policy of quarterly dividend distributions of all excess cash. The strategic rationale behind the deal rests on four pillars in the main.
But what we really set out to do here in a financial sense is to create a dividend champion on the Oslo Stock Exchange. The first pillar, increased scale. We will eliminate the single asset risk that we have in both companies. We will increase the size in capital markets and attract more investors, we believe. We will improve the financing terms. And importantly, we will enhance the potential to consolidate our niches and to act on attractive opportunities. The second pillar is very much aligned shareholder interests. Both companies focus on high market share in small, attractive oil service niches. Both companies target free cash flow to equity and shareholder distributions. And both companies maintain capital discipline and a robust balance sheet. And on the balance sheet, you will see that eDrill, by the end of 2024, had a very modest net debt level of $33 million.
That is to be compared to an estimated free cash flow from the firm backlog of around $260 million. eDrill further has three of its five owned rigs unencumbered. And Seadrill, as you know, has also a very modest debt level with net interest-bearing debt of 0.6 times the run rate annual EBITDA level, as you saw in the third quarter. And finally, the Combined Company will see improved dividend visibility. The contract backlog extends well into 2027. The dividend capacity is set to increase in 2026 from higher contracted rates. And finally, and I think this is something that's worth taking note of, the EBITDA backlog for Energy Drilling will cover more than 80% of the transactional enterprise value of Energy Drilling in this transaction. That brings us into the next slide, where the question really is, what are SeaBird shareholders paying for eDrill in this transaction?
I just mentioned more than 80% of the enterprise value as calculated by SeaBird's share price on closing on Friday. More than 80% is covered by the EBITDA backlog. Again, the debt level amounts to $33 million. The cash conversion in Energy Drilling is very strong indeed. The SPS schedule helps this, much like SeaBird. As Viggo and Marcus will take you through, much like SeaBird, you will see that the SPSs are tilted towards the very end of this decade. This helps, of course, utilization and free cash flow generation in the near term. The second slide, or the chart in the middle here, we have used numbers from DNB Markets to compare Energy Drilling to a peer group consisting of nine drilling companies who will be unnamed here.
What you will see from this slide is simply that Energy Drilling stands head and shoulders above the rest when it comes to free cash flow generation. And a significant part, as I said, of the transaction enterprise value will be covered from the firm backlog over the next 24 months. Energy Drilling will produce more than 60% of its EV in free cash flow before financing over the next two years. The closest peer is slightly more than half of this, but the bulk of the peers is one-third to one-quarter of the free cash flow generation of Energy Drilling. That takes me into the chart to the far right, which is the Combined Company dividend potential. Again, SeaBird share price on closing on Friday, NOK 5.9. I already mentioned the NOK 0.4 that is coming this quarter.
And then, on top of that, comes the distribution from that is backlog supported over the next two years. What you will see here is that the potential for more than 50% of the current share price to be paid to our shareholders over the next 24 months. And importantly, this is based on very conservative recontracting assumptions, and we have not included the benefit from a refinancing of our debt, which should lead to better terms and a flatter amortization profile. So that will add to this dividend that we're showing here. So indeed, there is a strong distribution potential for the Combined Company. I will take you through three scenarios briefly for the free cash flow generation here. One is the current backlog, which is pretty straightforward.
We just put in the current fixing levels on the various assets into the spreadsheet and assumed 95% utilization across the fleet. That will lead to an EBITDA of $147 million and a free cash flow to firm of $125 million. If you then look at the chart to the right and find current backlog status, you will see that this means $110 million in free cash flow to equity, having subtracted interest and likely amortization for the company, and that makes up an annual dividend yield for SeaBird or for the share of 29%. If we rerun the calculation on current bid levels, which are not too far from where our contracted levels are, you will see a touch-up on the free cash flow to firm at about $128 million and on 95% utilization and $113 million in dividend potential, which means a 30% annual dividend yield there.
And then finally, if we were to look at a high scenario, which has been calculated on the basis of peak day rates over the last 10 years for all our assets, we are talking about more than $200 million in free cash flow to equity and therefore dividend potential. So that would take us above a 50% annual dividend yield. So the Combined Company has the potential to generate $110-$200 million in free cash flow to equity and thereby dividends to our shareholders. So the primary focus, as you understand, is on distribution to shareholders. The company will have a modern premium fleet, a solid balance sheet, and limited capex going forward. As with SeaBird's current dividend policy, we will continue to aim to distribute all excess cash to shareholders on a quarterly basis without jeopardizing the balance sheet.
We are going to optimize their current debt structure to enhance return on capital. And the Combined Company has broad access to competitive financing. Further, we will seek equity opportunities on a highly selective basis. We will do that within existing segments and also in the broader offshore industry if opportunities arise. The common denominator here is a focus on low financial risk, on good visibility on cash flows, and any deal to be accretive to existing shareholders. So what you will see here, and as you understand, there is a 100% commitment to maximize cash distribution per share to the benefit of all shareholders.
When it comes to the timeline and the closing conditions, I'm not going to go into much detail on the timeline other than at this juncture, other than saying that the transaction is expected to close well before the end of the second quarter this year. And of course, there can be no guarantee that the transaction takes place pending the closing conditions. The closing conditions, you will see in the paragraph above, without taking you through all of this, mostly customary stuff. Please note that SeaBird will re-domicile to Cyprus tax-wise. We are already located there, but tax-wise. And no mandatory offer for that. No mandatory offer for the Combined entity will be triggered.
Before I hand it over to Alf, I just want to say on a personal note that I'm, and as you probably understood from this presentation, I'm super excited about this transaction and likewise excited about the potential for the Combined Company to create really superior shareholder returns going forward. I have therefore accepted to join the new board of the Combined Company and will do so with my deal partner, Alf Thorkildsen, who will chair that board. And with that, I hand it over to you, Alf.
Thanks, Ståle, and good morning. And I do share Ståle's excitement of this new deal, I must say. This merger marks a transformative opportunity for Energy Drilling. By combining with SeaBird, we are having two of the market leaders from two attractive niches within the oil and gas services industry, creating a publicly listed company with greater scale and diversification.
With a strong financial foundation and low debt, the Combined Company will be well positioned to generate substantial value for shareholders through significant distributions supported by firm contract backlog and strong cash flow conversions. Additionally, the company will have the flexibility to pursue accretive growth opportunities while maintaining a disciplined focus on cash flow visibility and distribution capacity. Marcus Chew and Viggo Pedersen, the CEO and CFO, who have extensive experience from this industry, will now present an overview of Energy Drilling. Over to you, Marcus.
Thank you, Alf. My name is Marcus Chew. I'm the founding CEO of Energy Drilling, which was started in 2012. Prior to starting up Energy Drilling, I have always been in this tender rig business from Seadrill days right until the sale of the fleet of tender rigs by Seadrill to Sapura Energy in Malaysia.
It was a tremendous run for us in that period. The business was started with a low capital of about $80 million and was sold for $3.2 billion over that period of about 15 years that I was with that company. We started this Energy Drilling with people that have been with me in the business from Seadrill days and with financing coming mainly from private equity over in Norway. That's how we got started. Today, we own and operate six tender rigs, which is roughly about 38% of the tender rig market. The main area of operations for tender rig is in Southeast Asia. There are also tender rigs operating in West Africa and as far as Brazil. Myself personally, I have been involved in the design and development of the whole fleet.
So effectively, there are at this moment 17 rigs that are drilling, tender rigs that are drilling in the world. We own six, 10 in Sapura and one in PV Drilling. So there are effectively only three drilling companies involved in this space. And other than the one that was built in PV Drilling, myself and my team have been involved in all the other rigs. So we know this business very well. We have been instrumental in promoting the concept and the utilization and the improvement of this type of drilling rigs. Our main area of operation is in Southeast Asia, and we drill a lot of natural gas wells. So there is, at this moment in Southeast Asia, a big growth in the economies of this region, and there's not enough gas. So in some ways, the business is very tied into the development of the region.
So there's no shortage of demand for this type of rigs. Next, please. So I will introduce briefly the fleet of rigs that we have here. So you can see on this slide, we have four tender barges and two semitenders. And like I said earlier, all these rigs, we were involved in the design and the construction of these rigs. And over the years, we have put in each time features that enhance the drilling capability of these rigs. So one of the main things that you will see in our rigs is the ability to do offline work. So while we are drilling on the main hole, we are able to do offline stand building. We are able to do offline logging, cementing. So that gives us a tremendous advantage over traditional rigs.
The typical jackups that you see in the world today would not have that kind of capabilities. Some of the more modern ones, like the one owned by Borr, would have these capabilities. That is where we are, a modern fleet. The average age is less than 10. We have also spent quite a bit of capital in the last two years doing the SPS. The rigs are effectively SPS already taken care of, and we are looking at the majority of them coming in in 2029, so about almost five years from where we are today. The rigs are all contracted as we speak, and they are contracted up to the end of 2027. Some of them are a little bit earlier.
You can see at the end of the slides, we also have options ranging from 12 months to 24 months for every one of these contracts, which may or may not be exercised, but you could see that there is effectively a very strong demand for this kind of assets in Southeast Asia. Next, please. Just to situate where these kind of rigs operate in the offshore space, if you look at this slide, you look at from left to right, the different kind of offshore assets. You have the jackup in the shallow waters, and then you have the drill ships in the deep waters. Tender rigs is right in the middle of the segment. We can drill in water that the jackup can drill in. 150 feet is a typical water depth in this part of the world.
But we can also drill in up to 5,000, 6,000 feet water depth with the semitenders. And we have done that in Southeast Asia, in West Africa, and in Brazil. So this works on spars and TLPs. And myself and my team, we have been instrumental in introducing this concept or transferring this concept from a shallow water drilling machine into a deep water drilling machine. So that's where we are. We have proven the concept. And today, there are deepwater floaters that use this concept on TLPs. And why tender rigs? And what is the advantage of tender rigs? There are two things that set us apart. Number one, the building costs of tender rigs are lower than that of a jackup. So in the shallow water segment, the building cost of a tender rig is about 60% that of a jackup.
In the deep water segment, against drill ships and deep water semis, the building cost is about 40%, so we have a big advantage in the CapEx side of things, and also, our OPEX are typically lower than the jackups in shallow waters, and of course, in deep waters, then the difference is even huge, so a typical day rate now for deep water rigs is in the region of about $400,000-$500,000. We can drill those deep water wells on TLPs at about $200,000-$250,000, and have a very, very high margin for that kind of day rates, so this is why this business is extremely attractive and why the oil companies will always look to us if they want to drill efficient, cost-effective wells, both in shallow and deep waters.
With that, I pass the rest of the presentation to my CFO, Viggo, who will bring you a little bit more into the markets and the financial numbers of this concept. Viggo.
Thank you, Marcus. My name is Viggo Pedersen. I've been the CFO of eDrill since the last two and a half years, but have been involved in the tender rig business basically since 2006 with the Seadrill tender rigs and also helped Marcus establish Energy Drilling back in 2013. So I've known the industry and the business for the most part of my professional career spanning the past 20 years, and like Marcus alluded to, it is an extremely stable and profitable business and has been for all of the constituents who've been involved over the past 30 years.
What Marcus said, what we're doing at Energy Drilling is we're predominantly involved in development and production drilling. That means that we drill on existing proven fields where the gas is either flowing or about to flow. We come into existing infrastructure, lift on to the infrastructure or modular drilling package, and then perform primarily batch drilling, very simple wells here in Southeast Asia. Speed is key. Our main market today is Southeast Asia, but West Africa and also Brazil remains a typical tender market. The users, the typical users of tender assist rigs are super majors, the likes of Chevron, Exxon, Total, BP, but also more recently and more predominantly NOCs such as PTTEP, Petronas, and Pertamina out here in Southeast Asia. Petrobras as well in Brazil. Total is also using, along with Chevron in Angola.
We drill both from fixed installations, which typically the barges are doing, and then from floating installations, which is typically where the semis are involved. Next slide, please. We are primarily focused out here in Southeast Asia where there is an undersupply of natural gas and oil locally. There is plenty of resources available around, but it's not been brought to market, and it is key for the development of this part of the world over the next couple of years. Southeast Asia remains the fastest growing region in the world, and there's large parts of the population that are still quite young and are in the developing phase, so there's an incremental demand for energy and a low-cost energy in this part of the world. Historically, large countries like Indonesia and Vietnam have been using coal.
That we expect to transition over to natural gas over the next couple of years, combined with renewable resources. We've seen a tremendous increase in drilling activity out here in Southeast Asia, supporting that growth that we see over the next couple of years. Rystad Energy, a Norwegian consultant, came out with a report last year estimating more than $100 billion in offshore natural gas developments in Southeast Asia alone over the next couple of years. We see that also transpiring locally into where local oil majors and NOCs are predicting their capital expenditure over the next couple of years. There is certainly an increased focus on extracting local natural resources rather than importing them via LNG ships. Next slide, please. Thailand is, and the Gulf of Thailand is one of our key markets.
PTTEP, which is Triple B plus single A rated, is our main client in the Gulf of Thailand. Historically, it's been more driven by the super majors such as Exxon and Chevron. However, they have reallocated their portfolios, and so PTTEP has stepped up and taken over operatorship and a lot of the historical oil fields that have been operated by the super majors, and they've been very busy drilling, so over the last couple of years, they've initiated extensive drilling campaigns to increase production, and they've kept on upping their budgets over the next couple of years to maintain and even increase gas production locally. Yet, even with all these efforts, they're still only producing about 60% of domestic needs for natural gas. PTTEP is, for us, an extremely good paymaster. The contracts that we have with them are solid and bankable.
They have been used as project finance for the company for the better part of a decade. And they pay us on time, only on a 30-day payment terms. And we have very solid cancellation clauses in our contracts with PTTEP. So as opposed to some of our peers in other regions and segments, we have not seen any cancellations or suspensions of our rigs over the last decade. And again, there is a very solid relationship between Energy Drilling and PTTEP, who is our main client. Next slide, please. Overall, the market for these rigs, the supply side is severely constrained over the past five years. Nearly half of the global fleet has been taken out from various bankruptcies in other parts of the world. Primarily, rigs operating in West Africa and Gulf of Mexico were scrapped.
These were very old assets, and the companies that used to own them went into liquidation the past couple of years. That has set aside for a pretty attractive recovery over the past 18 months. And as you can see on the right-hand side, rates have been picking up steadfastly over the last two years. Historically, there's still a significant upside to where you see the day rates for the semitenders, while barges have historically been very correlated to the jackup market. And we see that again now that there's been a release of rigs from the Middle East, that there is increased competition here in Southeast Asia for work where jackups could also do the work. Now, that being said, we do have a competitive advantage against a majority of that jackup fleet because of our offline handling capabilities. Next slide, please.
So here is an overview of the existing fleet as it is today. As you can see, everything is working from what we call the rigs that are competitive. Energy Drilling, we have options for two rigs that were left stranded at the yard in China by a previous Thai operator. These are fixed-price options, and we also have marketing rights to them. So we effectively control any incremental supply into this market. We will only look at taking any of those out if we have a significant contract in place that will be accretive to the dividend story that Ståle Rodahl was talking about earlier. So we will not take out any of these rigs under any circumstances on speculation. Our main competitor is also pretty much fully booked.
They don't publish their own operating numbers, so it's based on our own intelligence of where we see the market as it is. But overall, 2025 is pretty much sold out. There is some opening in 2026 for both and Sapura, but there are several active tenders going on at the moment, both in Thailand, Vietnam, and potentially also in Indonesia. So activity levels remain elevated with new tenders coming out. We also see that oil companies have started to come to market earlier for their requirements with longer lead times because of the bottlenecks that have started to develop in the supply chain. So yeah, with the situation where the fleet is pretty much booked out, we are only constrained by availability of other types of rigs in the market in terms of day rates. Next slide, please. So I'll come back now to our current fleet.
They're all working, happily employed. We have one rig available in 2025. That's the EDrill-2. She is being bid in on multiple tenders as we speak. Not overly concerned about potentially having her open. There are some options attached to the current contract as well that we're currently talking to our client about. Nothing has been concluded, but we do see that there will be work for her in 2025. Other things to talk about here is the GHTH. She will have a small gap, about six months' gap during the year while she's coming back to Singapore for some retrofitting of equipment. And while we're waiting for a few new platforms to be installed on the field where she's currently operating, she'll then leave Singapore late October and then go back out to that field. That part of that gap will be compensated through a significant mobilization fee.
It's essentially a parking fee that we get paid by the client while we sit here in Singapore and retrofit and wait for the platform to be ready. Other than that, as you can see from the chart, all the rigs are working at good day rates. We were quite happy with the latest one that we announced, which is the GHTH, where the rate nearly doubled from the one that we signed back in late 2022. With that, going forward, 2026, there's going to be significant deleveraging. Then a full year of the new GHTH contract, it's going to be another fantastic year for us. Next slide, please. Rolling into that, based on the fact that we have a significant deleveraging, at least on the current debt terms in 2025, we do expect 2026 to be even better than 2025.
As Ståle Rodahl talked about, we do have a significant free cash flow over the next two years compared to our implied market cap of this transaction. There is also limited debt service in the period. As of year-end, we had $63 million outstanding on our loan. Net debt was $33 million. At the end of February, we repay another $20 million. The amount of debt is going down quite quickly. There's obviously capacity to realign the balance sheet of this company, which provides further upside for the shareholders. There is additional upside to these estimates from increased backlog and refinancing of the company down the road. Overall, I can say two words on the tax efficiency of the company. The company is part of the tax tonnage system here in Singapore.
We have a very tax-efficient structure that will allow us to upstream dividends to the combined company on a go-forward basis. Next slide, please. In terms of bank financing, as an offshore drilling contractor, this company is one of the few that has survived the downturn because of the longevity of the drilling programs that we are involved with. That has also enabled us to attract and maintain close relationships with key lending banks. DNB, SR Bank, Clifford Capital, and now also Stan Chart has been supporting this company for years. Today, our facility is led by Stan Chart. They came in 2024 to give us a new updated facility. We maintain very strong relationships with our other lenders, and they are very supportive of this transaction and will remain supportive on additional transactions as we move forward.
As Ståle Rodahl said earlier, we only have two of our rigs encumbered as part of this facility. That gives us a lot of flexibility on how we manage our cash on a go-forward basis. And we will seek to refinance as part of this transaction. So I think that goes without saying that we will change the repayment profile and the structure of the debt for the combined company. And with that, I will pass it back to Ståle Rodahl, who's going to come with some concluding remarks.
Okay. Thank you, Viggo. Yeah. So to sum up, we believe that what we're creating here is an attractive value proposition with significant upside potential. The combined company will have a much stronger and more diverse financial platform. The revenue backlog speaks for itself. It's above $500 million. It reinforces cash flow and the dividend visibility.
The company will have increased scale and diverse income streams, eliminating single market risk. It will importantly enhance our ability to consolidate niche markets. We will access to a broader investor base, and we will have the ability, as Viggo talked about, to secure favorable debt terms, with this being positioned for significant shareholder value creation. Free cash flows before financing from the backlog of more than $270 million. The potential to pay out more than 50% of the current share price in SeaBird, that is, Friday's closing price, in cash over the next 24 months. This is based on conservative recontracting assumptions, as we noted. It's also before any benefit from refinancing, both in terms of terms and amortization profile. The company will continue SeaBird's dividend policy of quarterly dividend distributions of all excess cash.
And we have an ambition to pursue accretive low-risk additions to existing businesses or adjacent markets that are accretive to shareholders. So the bottom line here is really an immense focus on free cash flow to equity to the benefit of all shareholders. And with that, I think we're ready to wrap it up. And we will get back to you with more details as we get closer to closing the transaction. So thank you for your attention. And thank you.