It often pays to read the fine print. But with the reams of...

It often pays to read the fine print. But with the reams of documentation surrounding Babcock & Brown Infrastructure's complex $1.8 billion recapitalisation deal, it is perhaps not surprising that some of the more interesting details have been lost amid the clutter.

The jewel in the crown of the BBI portfolio is its full ownership of Dalrymple Bay coal port, Queensland, which has an enterprise value of about $2.25 billion.

It has been well-publicised that BBI will sell a 49.9 per cent stake in that asset to its new cornerstone investor, Canada's Brookfield Asset Management, for $295 million as part of the recapitalisation deal.

But the fine print shows that starting on the fifth anniversary of the deal, Brookfield will have an annual right to demand the sale of Dalrymple Bay at a price specified by Brookfield.

BBI will have a period in which to decide whether to buy out Brookfield's interest at the same price. If BBI chooses not to acquire the 49.9 per cent stake, Brookfield will be allowed to sell the entire port to a third party at no less than the price it had specified.

BBI will be able to buy out Brookfield's stake by issuing shares to the Canadian company at 95 per cent of their trading price at the time. That would serve to greatly increase Brookfield's direct stake in BBI from the 35 per cent to 40 per cent expected after the recapitalisation deal is done.

Those close to the deal argue that the arrangement will ensure BBI recoups full value for Dalrymple Bay in the future. But others pondering an investment in the recapitalised company based on its growth prospects may not be thrilled with the idea that BBI's continuing ownership of its flagship asset could be in part dependent on Brookfield.

That would be especially true if BBI could not grant Brookfield a second ranking security over Dalrymple Bay's equity and debt by February 2013. In that case, Brookfield can demand that BBI sell its 50.1 per cent interest in Dalrymple Bay at a price specified by the cornerstone investor and would not have an option to buy Brookfield's 49.9 per cent stake.

The independent expert Grant Samuel considered the Dalrymple arrangements ''on balance disadvantageous'' to BBI, but overall they were deemed ''no less advantageous'' than those that would apply in a sale to an arm's length third party.