In addition, the Board of Directors believes that the Arrangement provides a number of compelling and strategic benefits including, among other things, the expectation that the Arrangement would: Recommendation of the Board of Directors The Board of Directors, based upon its own investigations and on the advice of independent legal counsel and tax advisors, has unanimously determined that the Arrangement is in the best interests of Fort Chicago and the Unitholders. The Board of Directors unanimously recommends that Unitholders vote in favor of the Arrangement. Details of the Arrangement Pursuant to the Arrangement, Unitholders will receive one common share of Veresen Inc. (each, a "Common Share") in exchange for each Class A Unit held as of the Effective Date. Upon completion of the Arrangement, Unitholders will own all of the issued and outstanding Common Shares and Veresen Inc. will own all of the issued and outstanding Class A Units and carry on the businesses presently carried on by Fort Chicago.