Hey! Thanks for being here for Edition #19. You're one of 330+ subscribers, and I genuinely appreciate every single one of you.

I've lived in seven countries now - the UK, Australia, China, Indonesia, Thailand, the Philippines and Vietnam. None of it was planned. But every move forced the same reset: new culture, new language, building a social circle from zero.

What I've noticed is that where you live quietly decides your habits, your circle and your ambitions. In my 20s I wanted beaches - slow mornings, cheap rent, the ocean nearby. Now I want cities. Financial capitals. Density, deals, people moving fast.

Same person, different phase. Where you live should match where you are. What phase are you in right now?

Let's get into it.

EQT has bid €10.8B for QIAGEN - and this time the deal was built expecting the holdouts. Six years ago, Thermo Fisher agreed to buy Qiagen for $11.5B. Enough investors decided the price was too low, not enough of them tendered, and the deal fell apart. EQT is now back alongside ADIA and CPP Investments with €46.50 a share in cash: a €9.6B equity value, a 40.3% premium to the pre-rumour price, but only 8.6% above the last close. Minimum acceptance is 50% plus one share, six banks have committed the debt with no financing condition, and close is expected mid-2027.

The interesting part is the contract. Both boards backed the 2020 deal unanimously too, and it didn't help. So this time the hedge-fund fight is written in: if 80% of votes at the shareholder meeting back the steps that take EQT to 100%, the boards proceed. Below that, they can still proceed - and they can weigh whether some votes came from funds that bought in after the announcement purely to block it. Holdouts still get cash (minus withholding tax), and the Frankfurt and NYSE listings get cancelled either way. In 2020, the holdouts set the price. Do they still have leverage this time?

Also this week:

  • Pantheon closed $6B for its eighth global secondaries program - against a $3.5B target. That's 71% above target and the biggest raise in a history going back to 1988 (the last program closed at $3.25B in 2023). The money buys into existing PE funds from two kinds of sellers: LPs wanting early cash, and GPs moving assets into continuation vehicles, with a focus on mid-market buyouts globally. Last year Pantheon deployed a record $3.35B across 17 deals, and the big commitments this time came from Asia and the Middle East. Are secondaries becoming private equity's new exit?

  • Whop went from a $1.6B valuation in February to $5.1B with Sequoia and Shopify. The $200M Series D lands eight months after Tether put in the same amount at less than a third of the price. Whop started as sneaker-reselling tooling and now runs the back office for 25,000 small internet businesses - think invoicing for truckers, emergency tree removal, private-jet booking - with $550M a month flowing through them and roughly $500M annualised revenue (per Sequoia) on a reported ~6% take rate. That's about 10x revenue. Sequoia reportedly passed once, then came back when the businesses kept growing instead of churning. Most software charges a flat fee; Whop grows when its customers do.

What's crossing my desk and my conversations this week:

Big firms only really look after their biggest clients. I spoke to a Big 4 partner this week, and he told me there are around 1,000 PE funds out there, but his firm really only cares about 30 or 40 of them. Those get the full VIP treatment. Everyone else gets a lot less attention, even though there are far more of them. He thinks that's a mistake, and I agree. If you're a smaller fund or sponsor, you're probably not getting the best from the big advisers - but there's likely someone out there who'd be glad to have your business.

A $213M, 53-storey residential tower in Newark - where the land is worth $17M and the loan is $30M.

The sponsor has Planning Board approval for a 490-unit tower (390 rentals plus 100 condos) and needs $30M to buy the site and get it shovel-ready. You get repaid $37M when the construction loan closes - a pitched 23% return in 12 months - with an option to roll into the LP equity instead. Tax incentives have been applied for but aren't signed.

This is early-stage risk. The site hasn't been bought yet (it closes on funding), drawings are only 20% done, and there's no construction loan in place. The location is the strong part: 4 minutes from City Hall, 25 minutes to the World Trade Centre on the PATH, with Prudential, Audible and Panasonic all nearby.

On the downside, you get a first lien on an approved site - but $12.6M of the $30M goes on drawings, not land, and there are no signed incentives or GP equity yet. The exit is a $161.5M construction loan at 75.8% loan-to-cost, which is high leverage for a glass high-rise, and hard costs of $283/sq ft look low for 53 storeys. If costs rise, the takeout shrinks. Repayment depends on a construction loan that doesn't exist yet. If it never closes, the land covers about 58% of your money.

My verdict:

  • Medium fit for Private Credit

  • Medium fit for Family Offices

  • Weak fit for institutions

You probably don't have the relationships you think you have.

I spoke to a partner at a Big 4 firm this week, and he said something most bankers would hate: most people in finance think they have strong relationships, but they don't.

Ask someone about a key client. "How's the relationship?" "Great." "When did you last see them?" "Not this year." If you haven't seen someone in a year, that's not a relationship. That's someone you know.

It happens because everyone's flat out on deals. You finish one after three months, and the last thing you feel like doing is calling people.

What keeps a relationship alive is giving people a reason to talk to you. Send them deals. Share an idea that could make their asset worth more. And when someone sends you a deal, look after them. Do that, and they keep calling.

When did you last speak to your top five contacts?

No new deals since last week, so I'm using this space for something else.

What do you want to see more of in Capital Arbitrage Weekly? More deal breakdowns, more lender conversations, more market intel, or something I'm not covering yet?

Hit reply and tell me. I read every one.

That's all for this week. See you next Friday.

— Jordon

P.S. I get 500,000+ monthly impressions on LinkedIn and a growing list of private capital readers right here. If you'd like to get your company, fund, or raise in front of this audience, just reply to this email.