Always in need of funds, Baldwin concluded an alliance with the commanders of a Genoese fleet, offering commercial privileges and booty to them in the towns that he would capture with their support. They first attacked Arsuf, which surrendered without resistance on 29 April, securing a safe passage for the townspeople to Ascalon. The Egyptian garrison at Caesarea resisted, but the town fell on 17 May. Baldwin's soldiers pillaged Caesarea and massacred the majority of the adult local population. The Genoese received one third of the booty, but Baldwin did not grant areas in the captured towns to them.