ECN Capital announced that it has entered into a definitive arrangement agreement to be acquired by a newly formed acquisition entity controlled by an investor group led by Warburg Pincus. The all-cash agreement values ECN Capital at approximately C$1.9 billion, providing an immediate liquidity event for shareholders as the company prepares to transition to private ownership.
Common shareholders will receive C$3.10 per share, representing an approximate thirteen percent premium to the company’s unaffected closing price on November 12, 2025, and an approximate twelve percent premium to its ten-day volume weighted average price. The valuation also reflects more than 200% total shareholder returns generated since ECN Capital separated from Element Financial in 2016.
The purchaser will also acquire all outstanding Series C preferred shares for C$26 per share in cash, in addition to accrued and unpaid dividends, as well as all Series E preferred shares, which will be purchased for $ 3.10 per share in cash, plus accrued and unpaid dividends. Champion Homes, the sole holder of Series E shares and ECN Capital’s largest shareholder, has agreed to vote in favor of the transaction.
Directors and executive officers have also entered into customary voting and support agreements, resulting in approximately 26% of the overall voting power being committed ahead of the shareholder meeting.
ECN Capital’s Board of Directors unanimously determined that the acquisition is in the best interests of the company following a comprehensive negotiation process supervised by an independent special committee.
The shareholder meeting to vote on the transaction is expected in January 2026, and the acquisition is anticipated to close in the first half of 2026, subject to regulatory approvals and court orders. Additional transaction materials, including the management information circular, arrangement agreement, and voting support agreements, will be made available on SEDAR+.
ECN Capital continues to operate a platform of US$7.6 billion in managed assets across its manufactured housing finance and recreational vehicle and marine finance segments. Warburg Pincus, with more than US$85 billion in assets under management and a portfolio of over 215 companies, will support ECN Capital’s next phase of growth as a private company.
Support: CIBC Capital Markets is serving as lead financial advisor to ECN Capital, with Blake, Cassels & Graydon and Baker & Hostetler serving as legal advisors. Additional advisors include RBC Capital Markets for the company and Macquarie Capital, BMO Capital Markets, and Truist Securities for the Purchaser Group, along with Stikeman Elliott, Wachtell Lipton Rosen and Katz, Paul Weiss Rifkind Wharton, and Garrison and Mayer Brown serving as legal counsel to the Purchaser Group.
KEY QUOTES
“We are very pleased to enter into this Transaction with the Purchaser Group, which is experienced, committed, and well-capitalized, to support ECN Capital’s continued growth as a private company. Since our 2023 strategic review, we have focused on maximizing shareholder value, and we believe this Transaction provides compelling certainty of value and liquidity at an attractive premium. ECN Capital has evolved from an on-balance sheet commercial finance business into an asset-light company focused on acquiring under-appreciated businesses, improving them, and realizing greater returns—most notably the acquisition of Service Finance for US$309 million in 2017 and its subsequent sale for US$2 billion in 2021, which supported a C$7.50 special dividend to shareholders. To date, we have delivered shareholder returns of over 200%, and this Transaction creates a liquidity event and provides a further return of capital opportunity for our shareholders.”
Steven Hudson, CEO, ECN Capital
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