As previously disclosed, Champion Homes, Inc. (the “Company”) formed Champion Financing LLC, a captive finance company (the “JV”) that is 51% owned by the Company and 49% owned by Triad Financial Services, Inc., a subsidiary of ECN Capital Corp. (“ECN”). During the fiscal year ended March 29, 2025, the Company began lending activities through Champion Financing, which has provided tailored manufactured housing dealer floor plan and consumer retail financing products. On November 13, 2025, ECN announced its entry into a definitive arrangement agreement (the “Arrangement Agreement”) to be acquired by an investor group led by Warburg Pincus. The Arrangement Agreement contemplates that, at the closing of the transaction and subject to certain terms and conditions, the common shares of ECN will convert into C$3.10 per share, in cash and the mandatory convertible preferred shares, Series E of ECN (the “Series E Shares”), which are solely held by Champion Canada Holdings Inc., a subsidiary of the Company (“Champion Canada”), will convert into C$3.10 per share, in cash (plus all accrued but unpaid dividends thereon). The transaction is expected to close in the second quarter of 2026, subject to court approval and other customary closing conditions.
In connection with the transaction, Champion Canada entered into a customary support and voting agreement, pursuant to which Champion Canada has agreed, subject to certain terms and conditions, to support and vote all of its shares of ECN, including the Series E Shares, in favor of the transaction. Champion Canada holds approximately 19.7% of the total voting power of ECN.
Concurrent with the execution of the support and voting agreement, the Company and ECN also entered into a side letter agreement, pursuant to which they agreed that, effective upon closing of the transaction: (i) the term of the limited liability company agreement of the JV will be extended to at least December 31, 2031 and (ii) the Company (or an affiliate) will make an incremental $10.0 million investment into the JV following closing over a period of up to three years.
Forward-Looking Statements
Statements in this Current Report on Form 8-K, including certain statements regarding Champion Homes’ investment in ECN Capital Corp. (“ECN”) and the pending transaction involving ECN are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of words such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “could,” “should,” “will,” “potential,” “continue,” or other similar words or phrases. Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Champion Homes. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements. Risks and uncertainties include regional, national and international economic, financial, public health and labor conditions, and the following: supply-related issues, including prices and availability of materials; changes in U.S. trade policies, including tariffs or other trade protection measures; labor-related issues; inflationary pressures in the North American economy; the cyclicality and seasonality of the housing industry and its sensitivity to changes in general economic or other business conditions; demand fluctuations in the housing
