Buy Side Engagement Letter

March 5, 20XX

TCSI Corporation

1080 Marina Village Parkway

Alameda, CA 94501

Attn:Mr. Jay Farquhar

Vice President – Business Development

Dear Jay:

The Strategic Ventures Group (“SVG”) appreciates being asked to help TCSI Corporation (the “Company”) execute merger and acquisition transactions that can increase top and bottom line growth. The purpose of this letter is to reach mutual consensus on the terms and conditions under which SVG would be retained by the Company as its business advisor and execution partner in the conceptualization, origination, courting, negotiations, and closing of merger, acquisition, and investment relationships (the “Engagement”).

1.0 Scope of the Engagement

The scope of the work to be completed is in three major areas as follows:

  • Determine Strategic and Operating Gaps to be Filled and Develop Attractive Candidates to Pursue (“the Targeting Phase”):

review strategy and business goals, inventory key competencies/assets, and determine gaps to be filled.

research, develop, and reach consensus on a prioritized list of 30-40 high potential targets to pursue.

differentiate the Company from competitors and substitute products to clearly show why a potential target should bet on TCSI.

develop preliminary business combination financial models to assess the range of possibilities relative to earnings dilution/accretion, required financial impact of synergies, etc..

  • Approach and Manage the Interaction With Attractive Candidates (“the Target-Dating Phase”):

make contact with the companies.

hold preliminary discussions and sell the Company’s value proposition.

confirm interest in moving ahead to the next step needed to move closer toward a deal.

weed out tire kickers so that the TCSI employees involved with the Engagement can better manage their time and other critical corporate responsibilities.

lead and coordinate required meetings between interested targets and the Company.

  • Assist With the Key Activities Needed To Close Transactions (“the Serious Discussion Phase”):

coordinate due-diligence activities.

assist with the drafting and re-drafting of deal term sheets.

assist with the preparation of other necessary transaction documents.

if requested by the Company, assist with negotiations and closing.

The primary focus of SVG’s efforts shall be with respect to achieving successful merger, acquisition and/or investment transactions that meet the Company’s objectives and are on terms and conditions agreeable to the Company. SVG will not initiate, investigate or pursue any alternate channel relationships (see the last two subparagraphs of Section 3.0.III below) unless so directed by the Company, although SVG will bring to the Company’s attention any alternate channel relationships that SVG coincidentally encounters and considers worth evaluation.”

2.0TCSI Dependencies

SVG execution of the Engagement is dependent on the Company providing the following:

management involvement and ownership via the dedication and involvement of the appropriate human and non-human resources.

access to relevant short and long-term plans (e.g. business plans, strategic plans, marketing and distribution plans, and technology plans).

access to the Company's marketing collateral, white papers, market research, consultant and industry studies, and other relevant materials.

3.0Engagement Fees

In consideration for doing the work described above, the Company shall pay SVG the following fees:

I. Up-Front Fee

The Company shall pay SVG an up-front cash fee of $15,000 upon execution of this Engagement letter in consideration for completing the Targeting Phase. The Targeting Phase shall be completed no later than 3 weeks after the Engagement kick-off meeting with the Company. The Company shall make its best efforts to work with SVG to achieve the due date.

II.Monthly Retainer Cash Fee

The Company shall pay SVG an additional monthly retainer cash fee of $5,000 during the Target-Dating and Serious Discussion Phases of the work. The first monthly retainer fee payment shall be due 30 days after execution of this Engagement letter.

PARTIAL DOCUMENT – THE REMAINDER IS NOT SHOWN. GET THE FULL DOCUMENT HERE.

ADDITIONAL TEMPLATE PREVIEWS

Click Link to Preview Document

Guides
  • Anatomy of LOI - Ver1
  • Anatomy of LOI - Ver2
  • Asset vs. Stock Purchase
  • Purchase Price Payment Considerations
  • Ways to Structure the Deal - Ver1
  • Ways to Structure the Deal - Ver2
  • Ways to Structure the Deal - Ver3
  • Structuring Effective Earnouts
  • Tax Implications
  • What is a Reverse Merger?
/ LOI Tools and Templates
Full Buyout
  • Asset Purchase - Ver1
  • Asset Purchase - Ver2
  • Stock For Cash
  • Stock For Stock
  • Stock For Cash & Stock
  • Earnout
Partial Investments
  • Series A Preferred
  • Series B Preferred
Presentations
  • Presenting the Deal - Ver1
  • Presenting the Deal - Ver2 (No Preview)
  • Presenting the Deal - Ver3
  • Presenting the Deal - Ver4
  • Presenting the Deal - Ver5
  • Business Sale Presentation

Buying or Selling a Business Step-by-Step Procedure - Click Here To View

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SVG and TCSI