ECN Capital Announces Change of Control Offer to Purchase Outstanding Debentures

TORONTO, May 19, 2026 /CNW/ - ECN Capital Corp. ("ECN Capital" or the "Company") announces that, as a result of the change of control of the Company caused by the successful completion on April 24, 2026 (the "Closing Date") of its previously announced plan of arrangement (the "Arrangement") whereby all of the issued and outstanding common shares (the "Common Shares") and preferred shares of ECN Capital were acquired by a newly formed acquisition vehicle (the "Purchaser") controlled by an investor group led by investment funds managed by Warburg Pincus LLC and including Goodview Capital Corp., ECN Capital has made a cash offer to purchase (the "Change of Control Offer"), as of May 19, 2026, all of its 6.00% Senior Unsecured Debentures of the Company due December 31, 2026 (the "2026 Debentures"), 6.25% Senior Unsecured Debentures of the Company due December 31, 2027 (the "2027 Debentures") and 6.50% Convertible Senior Unsecured Debentures of the Company due April 30, 2030 (the "2030 Convertible Debentures" and, together with the 2026 Debentures and 2027 Debentures, the "Debentures"). The Debentures are listed on the Toronto Stock Exchange under the symbols ECN.DB.A, ECN.DB.B and ECN.DB.C.

Holders of the Debentures are entitled to receive C$1,000 in cash for every C$1,000 principal amount of such Debentures plus accrued and unpaid interest up to, but excluding, the date of acquisition of such Debentures, being June 26, 2026, upon the terms and conditions of the Change of Control Offer. In addition, beginning 10 trading days before the Closing Date until 30 days after the date hereof (the "Change of Control Conversion Period"), holders of the 2030 Convertible Debentures are entitled to convert their debentures and receive a cash payment in an amount equal to C$3.10 per Common Share that they would have been entitled to receive upon conversion, inclusive of an additional number of "make-whole premium" shares they would have been entitled to receive upon conversion following a change of control of the Company (plus unpaid interest up to but excluding the conversion date), as set out in the indenture governing the 2030 Convertible Debentures. As a result, during the Change of Control Conversion Period, each holder of C$1,000 principal amount of 2030 Convertible Debentures shall be entitled to receive a cash payment equal to C$1,022.12 (being C$822.28 plus the make-whole premium of C$199.84) (plus unpaid interest up to but excluding the conversion date) upon the conversion of such debentures.

Following the Change of Control Conversion Period, each holder of 2030 Convertible Debentures who has not exercised its right of conversion, upon the exercise of such right shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, a cash payment of C$3.10 per Common Share that such holder of a 2030 Convertible Debenture would have been entitled to receive at the effective time of the Arrangement (the "Effective Time") if, at the Effective Time, the holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the conversion right applicable to the 2030 Convertible Debentures. As a result, following the Change of Control Conversion Period, each holder of C$1,000 principal amount of 2030 Convertible Debentures shall be entitled to receive C$822.28 (plus unpaid interest up to but excluding the conversion date) upon the conversion of such debentures.

The Change of Control Offer is open for acceptance until 4:30 p.m. (Toronto time) on June 19, 2026 (the "Expiry Time").

If holders of 90% or more of the aggregate principal amount of the 2026 Debentures, 2027 Debentures or 2030 Convertible Debentures outstanding as of the date of the Change of Control Offer are tendered at the Expiry Time, ECN Capital will have the right, upon written notice to the trustee within 10 days following the Expiry Time, to redeem all remaining outstanding Debentures of the applicable series at the offer price (the "90% Redemption Right").

If ECN Capital is unable to acquire all of the Debentures pursuant to the Change of Control Offer and the 90% Redemption Right is not exercised, the unacquired Debentures will remain outstanding in accordance with their terms.

Action Required by ECN Capital Debentureholders

The Debentures were issued by ECN Capital in the "book-entry only" registration system and all of the Debentures are registered in the name of and held by or on behalf of CDS Clearing and Depository Services Inc. ("CDS") as custodian for CDS participants. In order to tender Debentures to the Change of Control Offer, each holder must direct his or her investment dealer, stockbroker, bank, trust company or other nominee to accept the Change of Control Offer in the manner required by his or her nominee. CDS will be issuing instructions to CDS participants as to the method of tendering such Debentures under the terms of the Change of Control Offer. CDS may also impose a deadline earlier than the Expiry Time for holders wishing to deposit Debentures under the Change of Control Offer prior to the Expiry Time.

Further information regarding the Arrangement is included in ECN Capital's management information circular dated December 17, 2025 (the "Circular"), which is available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Reorganization of Business

Following completion of the Arrangement, Purchaser amalgamated with ECN Capital Corp. to form the amalgamated corporation, ECN Capital, on April 30, 2026. ECN Capital subsequently continued out of the Province of Ontario and into the State of Delaware on May 5, 2026 and is now organized under the laws of the State of Delaware.

Following its continuance into Delaware, on May 18, 2026, ECN Capital distributed its RV and Marine Finance business segment (representing approximately 20% of ECN Capital's consolidated revenue for the fiscal year ending December 31, 2025) to certain affiliates, such that the entities comprising that segment are no longer subsidiaries of ECN Capital but remain under common ownership of the Company. Following such distribution, ECN Capital continues to operate its remaining business focused on the Manufactured Housing Finance business segment.

About ECN Capital Corp.

With managed assets of US$7.6 billion, ECN Capital Corp. (together with its affiliated entities) is a leading provider of business services to North American-based banks, institutional investors, insurance companies, pension plan, bank and credit union partners (collectively, its "Partners"). ECN Capital and its affiliates originate, manage and advise on credit assets on behalf of its Partners, specifically consumer (manufactured housing, and through its affiliates, recreational vehicle and marine) loans and commercial (floorplan and rental) loans. Its Partners are seeking high-quality assets to match with their deposits, term insurance or other liabilities. The Company's head office is located at 777 South Flagler Drive, Suite 800 East, West Palm Beach, Florida 33401.

Forward-looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Particularly, statements regarding CDS' issuing of instructions to its participants and imposing a deadline earlier than the Expiry Time to tender to the Change of Control Offer, the ability of ECN Capital to acquire all of the Debentures and ECN Capital remaining a reporting issuer all constitute forward-looking information.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management's beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under "Risk Factors" in the Company's annual information form dated February 26, 2026, and in the Circular.

All of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. You should not place undue reliance on forward-looking information, which speaks only as of its date and is subject to change after such date. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. We disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

SOURCE ECN Capital Corp.

For Further Information: 561-717-4772, [email protected]