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At first glance, you may think the OPTI Canada Inc.'s shareholders got ripped off.

Despite China National Offshore Oil Corp.'s $2.1-billion (U.S.) purchase of the company, OPTI's shareholders are only getting $34-million, or 12 cents per share. Peanuts, really.

But they should be happy they got anything at all.

"These types of processes typically do not yield any form of equity for shareholders," says restructuring lawyer Philippe Bélanger of McCarthy Tetrault.

In a court-supervised sale process of an insolvent company, "because the initial premise is that you cannot pay off your creditors or [that] your assets are worth less than your debt, you shouldn't be yielding equity for your shareholders"

In other words, shareholders should get zilch. There are rare situations in which they do, such as Eaton's, but these are very uncommon. Another recent example is Stelco's restructuring, but that's because iron ore prices actually rose after Stelco filed for creditor protectoin, so there was talk during negotiations that shareholders should get something if the company was sold off.

In OPTI's case, shareholders were able to get a little something because the company made it a priority. Since filing for creditor protection, OPTI says it had made it clear to its noteholders that it wanted to give shareholders a small piece of the pie.

That may seem like OPTI's executives were doing it out of the good of their hearts, but restructuring expert Fred Myers at Goodmans LLP says it's likely that there were tax or licensing implications at play. Typically in a sale like this, a shell entity is left behind that holds all of the company's liabilities. If that structure was used, CNOOC wouldn't be able to take advantage of things like tax deferrals. By paying out shareholders, however, those bonuses still apply.

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