Northleaf Capital Partners Ltd. entered into a Share Sale Agreement to acquire QCL Holdings Limited from Bigblu Broadband plc (AIM:BBB), Harwood Capital LLP, Steven Jagger and Paul Howard for £92.1 million on April 23, 2021. Under the terms, £73.7 million will be paid in cash, out of which £55.7 million cash consideration will be paid on completion and deferred contingent cash consideration of up to £18.0 million subject to certain performance conditions being met. In addition, £18.4 million will be paid in Loan Notes including £16.6 million on completion and £1.8 million of deferred contingent consideration. Under the terms of the Share Sale Agreement, Bigblu Broadband has also agreed to pay Northleaf Capital a break fee of £0.5 million in the event that the condition relating to shareholder approval is not satisfied. Under the terms, total cash consideration of up to £41.1 million of which £31.1 million gross has now been received, with a further £10.1 million as deferred contingent consideration that is subject to certain performance conditions being met by no later than 31 March 2022, or in certain circumstances, May 31, 2022 and £5.6 million being satisfied in loan notes on completion (with an option to convert partially into equity) and an additional award of loan notes (with an option to convert partially into equity) of up to £1.8 million subject to the conditions of the deferred contingent consideration also being met. QCL Holdings Limited management team, as well as Bigblu Broadband and Harwood Capital have retained minority stakes in the QCL Holdings Limited. Marc Milmo, Simon Hicks, Charlie Beeson, Tim Redfern and Richard Chambers of FinnCap Ltd acted as the financial advisors to Bigblu Broadband. For the year ended 30 November 2020, Quickline generated audited revenue of approximately £3.7 million, audited adjusted EBITDA of approximately £1.5 million and the audited net assets of Quickline were approximately £6.1 million. The transaction is conditional upon the approval of majority of Shareholders of Bigblu Broadband and regulatory approvals. AS of June 10, 2021 all conditions fulfilled. Rupert Robson, Tom Roberts, Michael Lord and Gabriele Martini of Torch Partners acted as financial advisor for Bigblu. DLA Piper France LLP acted as legal advisor to Northleaf Capital Partners Ltd. George Frier of Shepherd and Wedderburn LLP acted as legal advisor to Bigblu Broadband plc.