ECN Capital to Go Private in C$1.9B Warburg Pincus-Led Buyout

TORONTO, ON – December 30, 2025 – ECN Capital Corp. is moving closer to a significant transition to private ownership, announcing today that it has filed its management information circular for a proposed acquisition by an investor group led by private equity giant Warburg Pincus LLC. The all-cash deal values the specialized financial services firm at approximately C$1.9 billion.

The arrangement, if approved, would see common shareholders receive C$3.10 per share, a notable 13% premium over the company's closing price on the Toronto Stock Exchange on November 12, 2025, the last trading day before the deal was initially announced. The move signals a lucrative exit for many investors and a major strategic play by Warburg Pincus to deepen its footprint in North America's niche credit markets.

The Premium Offer on the Table

ECN Capital's Board of Directors is unanimously recommending that shareholders vote in favor of the transaction. In the circular mailed to shareholders, the board, following the recommendation of a special committee of independent directors, stated that the arrangement is "in the best interests of ECN Capital and is fair to the Common Shareholders and Series C Preferred Shareholders."

Under the terms of the proposed plan of arrangement, Sinatra CA Acquisition Corp., a vehicle controlled by the Warburg Pincus-led group, will acquire all outstanding shares of ECN Capital. Common shareholders are offered C$3.10 in cash for each share. Holders of Series C Preferred Shares are offered C$26.00 per share, plus any accrued and unpaid dividends, while Series E Preferred Shareholders will receive C$3.10 per share, also with accrued dividends.

The company has scheduled a virtual-only special meeting for shareholders to vote on the proposal at 8:30 a.m. (Toronto time) on January 20, 2026. For the deal to proceed, it requires a "double-barreled" approval: at least two-thirds of votes cast by common and Series E preferred shareholders voting together, and a simple majority of votes from common shareholders, excluding certain insiders as mandated by securities regulations.

Shareholders are being urged to submit their proxies before the deadline of 8:30 a.m. on January 16, 2026. The company has retained Carson Proxy to assist shareholders with questions or voting assistance.

A Strategic Acquisition for Warburg Pincus

The acquisition marks a calculated move by Warburg Pincus, a global private equity firm with over $85 billion in assets under management and a long, successful history of investing in the financial services sector. The firm's strategy often involves backing companies with strong growth potential and defensible market positions, a description that fits ECN Capital's profile.

With US$7.6 billion in managed and advised assets, ECN Capital has carved out a significant position in specialized North American credit. The company originates, manages, and advises on consumer loans for manufactured housing, recreational vehicles, and marine craft, as well as commercial floorplan and rental loans. These are niche, often complex markets where specialized expertise creates a competitive advantage.

For Warburg Pincus, this deal adds a mature, asset-light business to its extensive portfolio. The firm has been increasingly active in the financial sector, with recent investments in banking institutions like OceanFirst Financial and the acquisition of TIAA Bank (now EverBank). Acquiring ECN Capital aligns with this thesis, giving Warburg Pincus control of a key intermediary that connects banks and institutional investors with high-quality credit assets. Taking the company private will allow Warburg Pincus to implement its long-term growth strategy without the pressures of quarterly public market reporting, providing the capital and operational support to expand ECN's market share.

The Future of ECN's Niche Lending Empire

This transaction is the culmination of a multi-year strategic transformation for ECN Capital. Since its spin-off from Element Financial in 2016, the company has shifted from a balance-sheet-heavy lender to a more agile, asset-light manager and advisor. This strategy involved major divestitures, including the highly profitable sale of its service finance business to Truist Bank in 2021, which generated significant returns for shareholders.

Under private ownership with Warburg Pincus, ECN Capital is expected to accelerate growth in its remaining core segments. The substantial financial resources of its new parent will provide the fuel needed to scale its manufactured housing and RV and marine finance businesses. Industry observers anticipate that Warburg Pincus will also leverage its deep expertise in financial technology to enhance ECN's origination and management platforms, driving efficiency and improving services for its network of financial partners.

The change in ownership is not expected to disrupt ECN's existing partnerships with banks, credit unions, and institutional investors. Instead, a better-capitalized ECN could become an even more valuable partner, capable of handling larger volumes and expanding into adjacent credit markets. The move provides certainty for the business's path forward, focusing on operational growth within its specialized domains.

The Path to Finalizing the Deal

With the shareholder circular now distributed, the next major milestone is the January 20th special meeting. Following the shareholder vote, ECN Capital anticipates seeking a final order from the Ontario Superior Court of Justice, with a hearing tentatively scheduled for January 22, 2026.

Beyond shareholder and court approvals, the transaction is also subject to customary closing conditions, including key regulatory approvals. While specific regulatory bodies were not named, transactions of this nature in Canada typically require review by the Competition Bureau to ensure there are no anti-competitive effects.

If all conditions are met and approvals are secured in a timely manner, the company expects the arrangement to close in the first half of 2026. Should the deal not be completed, the arrangement agreement includes provisions for a C$35.4 million termination fee payable by ECN Capital under certain circumstances, a standard feature in such large-scale transactions that underscores the commitment of both parties to finalizing the buyout.