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Note 15 - Subsequent Event
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Subsequent Events [Text Block]

(15)

SUBSEQUENT EVENTS

 

Sonatide Acquisition

 

In January 2022 we acquired the 51% equity interest in the Sonatide joint venture owned by our former joint venture partner, pursuant to a Sale and Purchase Agreement between Sonangol Holdings, LDA and us for $11.2 million in cash. This acquisition gives us complete control of our operations in Angola.

 

The acquisition date fair value of the 49% equity interest in Sonatide held by us was zero and we do not expect to recognize a significant gain (loss) or goodwill as a result of remeasuring to the fair value of our equity interest. The fair value of our equity interest was determined using the consideration paid to our 51% joint venture partner, adjusted for the difference in our ownership interest, less a control premium. The control premium was calculated using the expected future commissions to be received by our joint venture partner that will no longer be paid times our EBITDA (earnings before interest, taxes, depreciation and amortization) multiple as determined by the independent investment analysts that follow our company. 

 

Business combination related costs were expensed as incurred in general and administrative expense and consisted of various advisory, legal, accounting, valuation and other professional fees which were not material to our consolidated results of operations for the year ended December 31, 2021.

 

Swire Pacific Offshore Holdings Ltd. Acquisition

 

On March 9, 2022, we entered into a definitive agreement to acquire Swire Pacific Offshore Holdings Ltd. (“SPO”) which owns 50 offshore support vessels operating primarily in West Africa, Southeast Asia and the Middle East. The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2022. At the closing of the transaction, we will pay $42.0 million in cash and issue 8,100,000 warrants, each of which is exercisable at $0.001 per share for one share of our common stock. The cash portion of the purchase price is subject to customary adjustment mechanisms related to SPO’s closing date working capital, cash and indebtedness.