Pursuant to a plan of arrangement, Fort Chicago Energy Partners L.P. (“Fort Chicago” or the “Partnership”) was converted from a limited partnership to a Canadian corporation, named Veresen Inc., at 12:01 a.m. on January 1, 2011. The holders of Class A limited partnership units of Fort Chicago received one common share of Veresen Inc. in exchange for each Class A unit held. In addition, all of the rights, covenants, obligations and liabilities of Fort Chicago under the 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 were assumed by Veresen Inc. Holders of Series C Debentures will be entitled to receive common shares, rather than Class A units, on the basis of one common share in lieu of each Class A unit which they were previously entitled to receive, on conversion, redemption or maturity. The exchange of Class A units for common shares pursuant to the plan of arrangement occurred, from a Canadian federal income tax perspective, on a tax-deferred rollover basis for holders of Class A units. There is no need for the filing of a tax election form to realize the tax-deferred rollover.
On or before February 28 of each calendar year, starting in 2012 Shareholders of record will receive a tax slip. This will be a T5 if you are a Canadian resident, a Releve 3 if you are a Quebec resident or a NR4 if you are a non-resident. This tax slip summarizes the dividends you received on your common shares of Veresen Inc. These amounts must be included on your tax return for that year.
Eligible Dividends for Canadian Tax Purposes
Veresen Inc. hereby advises all shareholders that, effective from January 1, 2011, all dividends paid on its shares will be designated as “eligible dividends” for Canadian income tax purposes. This designation will apply until a notification of a change is posted on the website.
For more information regarding the designation of dividends, please refer to the Canada Revenue Agency release dated December 20, 2006. If you have any questions regarding the taxation of eligible dividends, please contact your local office of the Canada Revenue Agency.
Up until January 1, 2011 Fort Chicago was a publicly traded limited partnership. Each Unitholder of Fort Chicago (a “Unitholder”) were partners in the Partnership and were entitled to receive cash distributions. A partnership generally is not subject to federal or provincial income tax. The annual income gains, losses, deductions or credits of the Partnership flow through to the Unitholders who are required to report their allocated share of these amounts on their individual tax returns as though the Unitholder had incurred these items directly. The Partnership agreement allocates these amounts annually to holders of units based on their entitlement to receive distributions from the Partnership at the end of each calendar quarter, or at the end of each month, if the Partnership chooses to make distributions on a monthly basis.