CAPITAL STACK ISSUE #6

Hello,

Welcome to this weeks edition of the CAPITAL STACK Newsletter.

The Framework

A placement is a fast equity raise where new shares are sold to a set of investors at a fixed price, usually before any broader retail offer. It is common when a company wants speed and certainty, and is willing to pay for it via a discount.

It matters because placement pricing sets the new reference point for valuation, changes ownership concentration, and creates mechanical dilution for existing holders who do not participate. In transactions, that dilution can be the quiet funding source that makes a deal or balance sheet plan work.

Worked example (generic)

• Company has 100m shares on issue trading at $10.00 (market cap $1,000m).
• It raises $200m via a placement at $9.00. New shares issued = $200m / $9.00 = 22.22m.
• Post placement shares = 122.22m. A holder who owned 1.00m shares goes from 1.00% to 0.82% if they do not participate.

Case study
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Contact Energy disclosed a NZ$450m placement at NZ$8.75 per share, alongside a NZ$75m retail offer structure and timetable. The practical point is how one large placement can reset the capital plan quickly while layering a retail component for distribution and fairness optics.

This Week in Deals

BlueScope weighs revised $32.35 cash approach from SGH and Steel Dynamics

Type: M&A / Takeover proposal (non-binding)
Value: A$32.35 cash per share (revised proposal)
Who: SGH Limited and Steel Dynamics, Inc. to BlueScope Steel
Why it matters: Proposed split of Australia and US assets tests whether governance, certainty and regulatory friction outweigh embedded optionality in a cyclical operator. link​
Date of announcement: 18 February 2026

Genesis Minerals agrees scheme to acquire Magnetic Resources

Type: M&A / Scheme of Arrangement
Value: Binding scheme announced (headline consideration mechanics in scheme materials)
Who: Genesis Minerals (bidder) and Magnetic Resources (target)
Why it matters: Consolidation in gold is about inventory and execution pace; a scheme forces price discipline against permitting, capital intensity and delivery risk. link​
Date of announcement: 16 February 2026

Pureprofile buys CRNRSTONE assets to add qualitative capability

Type: M&A / Asset acquisition
Value: $700,000 cash consideration (single tranche)
Who: Pureprofile (acquirer) and Bastion Stable Research Pty Ltd (CRNRSTONE assets)
Why it matters: Small tuck-ins can be high ROI when they close capability gaps, lift utilisation and convert fixed sales costs into higher wallet share. link​
Date of announcement: 17 February 2026

Macquarie Asset Management-led consortium to take Qube private

Type: Private Equity / Take-private via scheme
Value: $5.20 cash per share (for holders other than UniSuper)
Who: Macquarie Asset Management-led consortium acquiring Qube
Why it matters: Take-privates reprice infrastructure-like cash flows when public markets underweight long duration certainty and penalise capex and leverage optics. link​
Date of announcement: 16 February 2026

Zurich to acquire ClearView, delivering liquidity for Crescent exit

Type: Private Equity / Sponsor exit via scheme
Value: A$408.3m implied equity value; A$0.65 cash per share (subject to dividend adjustment)
Who: Zurich Financial Services Australia acquiring ClearView Wealth
Why it matters: Sponsor exits in financials hinge on regulatory certainty and distribution leverage, not just embedded value, especially when capital is scarce. link​
Date of announcement: 24 February 2026

Kelsian sells Tourism Portfolio to Journey Beyond (Crestview-backed)

Type: Private Equity / Sponsor-backed acquisition (asset carve-out)
Value: A$161m cash (cash and debt free), subject to working capital adjustments
Who: Journey Beyond acquiring Kelsian Tourism Portfolio
Why it matters: Asset sales recycle capital fastest when the buyer underwrites reinvestment capex; sponsors often win by accepting complexity others price away. link​
Date of announcement: 24 February 2026

Neara closes Series D to fund global infrastructure digital twin expansion

Type: VC / Growth
Value: AUD 90m Series D
Who: Neara, led by TCV (as disclosed by Neara)
Why it matters: Late-stage rounds increasingly fund go-to-market and integration, not experiments; the real moat is embedded workflows inside regulated utilities. link​
Date of announcement: 10 February 2026

Splose raises Series A to scale allied health practice management

Type: VC / Growth
Value: AUD 46m Series A
Who: Splose, led by Spectrum Equity with Athletic Ventures participating
Why it matters: Vertical software wins by owning billing and workflow; capital backs distribution and product depth where compliance makes switching painful. link​
Date of announcement: 8 February 2026

Lunnon Metals secures $6m term loan from Bedrock Alpha Credit Income Fund

Type: Private Credit / Secured term loan
Value: $6m facility
Who: Bedrock Alpha Credit Income Fund (lender) and Lunnon Metals (borrower)
Why it matters: Private credit fills the timing gap between equity windows and project milestones, pricing execution and security, not just base rate moves. link​
Date of announcement: 16 February 2026

ASX flags higher cost base amid CEO exit and regulatory probe

Type: Other / Capital markets infrastructure
Value: Cost guidance impact discussed (no deal value)
Who: ASX Limited and market participants
Why it matters: Exchange economics matter because listing and trading friction shapes where capital forms, especially when IPO windows are fragile and policy is shifting. link​
Date of announcement: 12 February 2026

Capital Stack's View

Macquarie Asset Management-led consortium to take Qube private

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Qube, on of Australia's largest logistics and port operators has entered into a Scheme Implementation Deed (SID) with a Macquarie Asset Management (MAM) led consortium to acquire 100% of Qube at $5.20 per share for shareholders other than UniSuper - who elected to rollover its stake into the bidder HoldCo at an equivalent value to its current c.15.07% stake. The headline equity value of the deal is $11.7b which covers 100% of the equity.

The details of the funding stack and terms are still undisclosed, however it is assumed that MAM will try to reduce the cash offer as best as they can. Qube is likely to pay interim, final and special dividends up to $0.40 per share, and the cash amount is deducted from the $5.20. Taking into account UniSuper's rollover, the actual cash equity purchase funding required should be around $9.93b (considering the above assumptions).
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Using the data from FY25, Qube underlying EBITDA came in at $616.2m. On a debt to equity split of 45/55, the incoming holding company could be leveraging up to 7.3x (based on $4.47b debt to $616.2m EBITDA) which sits outside the typical 1.5x to 3.0x multiples. With a multiple at that level, there must be evidence to suggest that cashflows are high and durable. Which, for a logistics company as big as Qube, I would expect this to be true.
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Maintaining $4.47b in debt is no easy feat. Based on an interest rate of 6%, the holding company could be paying up to c.$268m in interest per year. If for some reason 6% becomes 7%, that interest then becomes c.$313m per year which would directly reduce how fast principle can amortise - and therefore reduce IRR.
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A similar take-private scenario is the Sydney Airport scheme that completed at $8.75 per share. Although they are exposed differently, there were major similarities between the targeting of long run compounding infrastructure assets that public markets could penalise for capex timing, the combination of consortium capital and the implementation of the scheme mechanics as a checklist that encourages certainty compared to a long open-ended takeover bid.
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Ultimately this deal will come down to the ability to be able to service debt. The seller is getting a clean exit and certainty if the scheme is approved, and the buyer gets control and the option to optimise capital allocations, underwrite governance frictions and optimise costs all without the scrutiny of quarterly announcements.

Capital Transitions

Selected recent insolvency and capital transition signals that may intersect with deal flow or special situations:
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​Vitrinite Pty Ltd and related entities enter receivership and administration​
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Industry: Mining (metallurgical coal)
Appointment: Receivers and Managers appointed (KordaMentha);
Administrators appointed (Cor Cordis)
Why it matters: Dual-track control often precedes a sale or recap, creating a clean entry point for special situations capital into operating assets.
Date of appointment or announcement: 22 February 2026

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​Vast Renewables progresses towards a DOCA-led asset sale​
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Industry: Renewable energy and project development
Appointment: Voluntary Administrators (KPMG, Peter Gothard and Amanda Coneyworth)
Why it matters: DOCA structures can preserve IP and project optionality for a buyer, usually at a cleaner price than a fragmented liquidation outcome.
Date of appointment or announcement: 20 February 2026 (DOCA recommendation reported)
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​Siemec Projects Pty Ltd enters creditors’ voluntary liquidation​
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Industry: Construction and projects (civil works)
Appointment: Liquidator appointed (Kennedy Ryan Advisory)
Why it matters: Trade liquidations in contracting businesses often become asset sales of plant, contracts and claims, which can suit roll-ups and recovery capital.
Date of appointment or announcement: 23 February 2026
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CAPITAL STACK​
Understanding how capital really moves.

Market summaries are AI-assisted and may contain errors.
This is general information only, not financial advice.

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