Management LBO Project – Student’s Eponym Used for Sponsorship Firm/Private Equity Firm for LBO of Monster Worldwide, Inc.

1. Leveraged Buyout
Acquisition Plan
Proposal
Submitted to
Mr. Patterson “Pat”
Waldenheimat,
Chairman and CEO
The major objective in this Public-to-Private (Delist) LBO
of
proposal is to implement a strategic restructuring initiative and
Msverde Capital
business plan strategy through an institutional leveraged buyout
Assets LLC
for the world’s largest online employment services company
through divestitures, core streaming, and the optimization of
product and service quality enhancements for long-run
improvements in the stabilization of increased positive cash flow
management, in sustained high levels of profitability, and the
maximization of shareholder value.

2. Table of Contents
LEVERAGED BUYOUT PROPOSAL TRIGGER: ORGANIZATION PRESS RELEASE .......................................... 3
A. EXECUTIVE SUMMARY AND FINANCIAL REQUEST: ........................................................................................ 3
1. EXECUTIVE SUMMARY: LEVERAGED BUYOUT (LBO) INITIATIVE ......................................................................... 3
Pre-LBO Strategic Objectives Recap: ..................................................................................................................................... 5
Objective I: Mission Statement: ............................................................................................................................................ 5
Objective II: LBO Target Search and Screening Process and Criteria: ................................................................................ 6
LBO Rollout Plan: Scheduling and Deadlines: .............................................................................................................. 6
LBO Primary Law Firm:......................................................................................................................................................... 6
LBO Primary Financial Advising Firm:.................................................................................................................................. 6
1.1 The Company ................................................................................................................................................. 6
1.2 Operations ...................................................................................................................................................... 7
1.3 Risk and Opportunities: .................................................................................................................................. 7
2. FINANCING REQUEST:............................................................................................................................................. 7
2.1 Structure of the Deal ...................................................................................................................................... 7
Negotiation Strategy (determining synergy): ........................................................................................................................... 8
Form of Acquisition: ................................................................................................................................................................ 9
Form of Payment: Capital Structure – Multiple Tranches ..................................................................................................... 9
Tax Considerations: ................................................................................................................................................................. 9
Accounting Considerations and Requirements: ...................................................................................................................... 9
Acquisition Vehicle: ............................................................................................................................................................... 10
Post-Closing Organization: .................................................................................................................................................... 10
Legal Form of Selling Entity: ................................................................................................................................................ 10
2.2 Sources and Uses of Funds at Closing: ........................................................................................................ 10
B. THE COMPANY: .................................................................................................................................................... 10
1. INDUSTRY: ............................................................................................................................................................ 10
1.1 Markets ........................................................................................................................................................ 11
1.2 Market Trends .............................................................................................................................................. 12
1.3 Competition: ................................................................................................................................................. 15
2. PRODUCTS: ........................................................................................................................................................... 15
3.1 Product Mix: ................................................................................................................................................ 15
3. MANAGEMENT: ..................................................................................................................................................... 15
5.1 Monster Worldwide Organizational Chart: ................................................................................................... 15
5.2 Executives Resumes: .................................................................................................................................... 16
4. DESCRIPTION OF ASSETS: ..................................................................................................................................... 17
7.1 Account Receivables: .................................................................................................................................... 17
7.2 Inventories: .................................................................................................................................................. 17
7.3 Machine and Equipment: ............................................................................................................................. 17
7.4 Land and Buildings: ..................................................................................................................................... 17
5. LIABILITIES: ......................................................................................................................................................... 17
6. PRESENT MARKET VALUE OF THE COMPANY:...................................................................................................... 17
9.1 Capitalization of Monster Worldwide, Inc.: .................................................................................................. 18
9.2 Total Consideration: ..................................................................................................................................... 18
9.3 Total Purchase Price/Enterprise Value: ....................................................................................................... 18
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3. Net Purchase Price: .................................................................................................................................................. 18
C. FINANCIAL REVIEW: .......................................................................................................................................... 18
1. HISTORICAL FINANCIAL STATEMENTS: SEE EXHIBIT 4 FOR FINANCIAL HIGHLIGHTS.......................................... 18
3 – 5 Years, Audited or Reviewed: ............................................................................................................................. 18
2. FORECASTED FINANCIAL PERFORMANCE:............................................................................................................ 18
1.1 Assumptions: ................................................................................................................................................ 19
REFERENCES ................................................................................................................................................................. 20
EXHIBITS ........................................................................................................................................................................ 22
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4. Leveraged Buyout Proposal Trigger: Organization Press Release
After experiencing a 59% decline ($16.84 to $6.94) in the value of its stock price one year ago on March
1, 2011, Monster’s CEO Salvatore Ianuzzi, speaking at the R.W. Baird & Co. conference, inform the audience
that the company would consider seeking “strategic alternatives [Streetinsider.com, 2012] for the organization,
according to an article published on March 1, 2012 by Streetinsider.com. Initial interpretation of this brief press
release prompted phase I LBO activity and led our team to make the following assessment:
Indeed, on the surface the depression in share value has been largely impacted by a recessive global
financial contagion precipitated by fiscal and monetary instability - mainly in European markets led by problems
in Greece and Spain – which consequently elevated investors’ concerns and thus reducing overall confidence in
trading and affecting capital inflows corporate equity. Yet, after preliminary analysis executed by our team of
analysts on Monster Worldwide –our tier-1 LBO target) during the week immediately following March 1, 2012,
we determined that the direct contributing factor to the reduction in investors’ confidence is rooted in poor
performance of working capital and unfavorable capital expenditures (e.g., marketing expenditures accounted for
21% of revenue in 2011) decision. Our analysis conclusion can strongly be substantiated by the intraday price
appreciation that reached as high as 25% following the company’s CEO comments, as some industry analysts
stipulate causal effect for this spike to a possible LBO alternative. Based on the aforementioned comments, we
believe in full concurrence with this viewpoint that Monster Worldwide, Inc. should be a top-tier candidate for
our company’s next LBO diversification project, which is outlined in detail within this report.
A. Executive Summary and Financial Request:
1. Executive Summary: Leveraged Buyout (LBO) Initiative
With revenue contributions from its global operations of 42% in 55 countries [see Exhibit 1] around the
world (with 46.2% coming from North America alone) for the fiscal year of 2010, driven by on average 93
million passive and active employment seekers globally per month, Monster Worldwide, Inc. has become the
largest online job search website in the world. In addition, online advertising revenue in the U.S. is expected to
grow from 2012 to 2014 at a compound annual growth rate (CAGR) of 8%, in which during the same time the
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5. CAGR for the global recruitment market is expected to reach 6%. These figures are promising and represent
growth opportunities for Monster Worldwide in the near future. Yet, although the company experienced a “1%”
increase in revenue in FY 2010, they struggled severely in managing positive operating net profits, which are
easily illustrated in the fluctuating P&L swings over the past 5 business cycles. From this point of view, in lieu of
a pronounced weakness in management performance, there is a great opportunity to exploit this poor disposition
through LBO restructuring into potentially immediate returns between 45%-48% at the appropriate time of
divestiture.
As part of a strategic diversification expansion initiative to further build and fortify our existing portfolio
of restructuring projects in various niche markets internationally, our teams of corporate managers and executives
conducted preliminary discussions in early June of 2011, prior to our annual shareholders’ meeting, to design and
draft a three-phase target acquisition screening process outline – Pre-screening Netting, Catch, and Release (of
non-qualifying targets/subjects) that adheres to the following general set of criterion: 1) Acquisition target should
be a multinational corporation with a flat divisional organizational structure, or possibly a hybrid form comprised
of both a functional and divisional design; 2) Firm size should be moderate in the range of 5000 – 8000
employees; 3) Focus industry is exclusively e-Commerce, online employment services; 4) Significant
geographical global presence in major markets in North and South America, Eurasia and Asia, South Pacific,
Middle East, Europe, and with entrance phase development planning for Northern Africa and South Africa, with
logistical regional headquarters in North America, Europe, and Asia; 5) An existing mature growth cycle stage of
at least 3 years; 7) Target should be indexed for no fewer than five years on at least one major exchange; and
finally 8) Must be record accounts and evidence (e.g., newswires, media press releases, etc.) by company’s
decision makers, demonstrating public-to-private primer indicators for pre-LBO activity.
In conclusion, on March 10, 2012, pre-solicitation governance and compliance review was conducted and
fully completed by our legal team, upon which primary, secondary, tertiary candidates were selected. Following a
thorough examination of the three candidates, the collaborative work executed by our business and finance
departments determined by the second phase of our comprehensive pre-screening evaluation process to formulate
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6. our findings for Monster Worldwide, Inc., our elected tier-one LBO candidate in this preliminary proposal report,
and present the results to Mr. Waldenheimat, Chief Executive Officer, Mr. Simeon Prudence, Chief Financial
Officer, fellow executives, and senior management. All ancillary and supporting financial data, figures, and
background information on the targeted entity and its industry within the report is provided to substantiate the
report exploratory findings and our final assessment and conclusion to each of the members involved in their final
decision-making process. Also note that all questions, inquiries, and comments or remarks are to be directed to
M. Scott “Scooter” Green, Director of Business Development, at the following e-mail address
msgreen@msverdecapital.com or by mobile phone at 415-389-XXXX.
Pre-LBO Strategic Objectives Recap:
Objective I: Mission Statement:
The general purpose for this investment activity is to strengthen existing multinational portfolio accounts through
asset acquisition diversification that will enlarge company market viability and presence in niche industries within
the global marketplace. Therefore, to achieve this goal, we thus propose in this acquisition plan to aggressively
pursue a management leverage buyout of Monster Worldwide, Inc., the world’s #1 online employment solution
service company. Our short-term goal is to restructure the organization’s current operational tactic and
methodology with company’s existing leadership team, raise the level of operational performance that will yield
increases in revenue, operating income, and positive cash flows within a 3 to 5-year period. Once overall
operating and financial health has been improved and is favorable after 5 years, in accordance to mutually agreed
standards and measures set by all relevant parties involved, it is our recommendation that asset divestiture
planning during the exit strategy phase of the project, either by way of cash sale to an interested and prospective
buyer, leverage for the purchase of another firm, or through IPO reenlistment, should be underway. All proceeds
from a sale will be used for further capital investment projects in mature markets under a similar scenario. If it is
determined that an IPO relisting is deemed acceptable, then a retained percentage of ownership through preferred
stock conversion to common shares of no less than 11.5% will be required.
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7. Objective II: LBO Target Search and Screening Process and Criteria:
Financial Returns: The target firm should have: Growth: The target firm should:
 Have annual revenue, earnings, and operating cash-
 A minimum return on assets of x%
flow growth of at least x%, y%, an z%
 A debt/total capital ratio  y%  Provide new products and markets of x% by 20??
 Possess excess annual production capacity of x million
 Unencumbered assets of $z million
units
Size: Diversification:
 The target firm’s earnings should be largely
 The target firm should be at least $x million in revenue
uncorrelated with the acquirer’s earnings.
Flexibility: Technology:
 The target firm should possess important patents,
 Target should use flexible manufacturing techniques.
copyrights, and other forms of intellectual property.
Quality: Warranty Record:
 The target firm’s product defects must be x per  The target firm’s customer claims per million units
million units manufactured. sold should be not greater than x.
Labor Costs: R & D Capabilities:
 The target firm should have introduced at least x new
 The target firm should be nonunion and not subject to
products in the last 18 months.
significant government regulation.
Source:
LBO Rollout Plan: Scheduling and Deadlines:
MonsterGanttChartS
cheduleAndDeadlines.xlsx
Click icon to access.
Asset Allocation/Capability Evaluation:
LBO Primary Law Firm:
We recommend Cravath, Swaine & Moore LLP as the lead counsel for the project.
LBO Primary Financial Advising Firm:
We recommend Credit Suisse Group AG as our leading auditing and financial advising firm for the project.
1.1 The Company
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8. Monster Worldwide, Inc.
622 Third Avenue Employees: 6,000 Financials in: USD (mil)
39th Floor, 622 Third Avenue Company Type: Public Parent Fiscal Year End: 31-Dec-2011
NEW YORK, NY 10017 Corporate Family: 46 Companies Reporting Currency: US Dollar
United States Traded: New York Stock Annual Sales: 1,040.1
Exchange: MWW Net Income: 53.8
Tel: 212-351-7000 Incorporation Date: 1996 Total Assets: 2,058.0
Fax: 646-658-0540 Auditor: BDO USA, LLP Market Value: 860.4
Toll Free: 888-225-5867 (17-Feb-2012)
www.about-monster.com
1.2 Operations
Monster Worldwide, Inc. (Monster Worldwide) is the parent company of Monster®, a global online
employment service provider. The company has three segments: Careers (North America), Careers (International)
and Internet Advertising & Fees. The company’s Careers segments provide online services to customers in
various industries throughout North America, Europe, South America and the Asia-Pacific region, including
searchable job postings, resume database access, recruitment media solutions throughout its network and other
career-related content. Its Internet Advertising & Fees segment delivers online services primarily in North
America, including services such as display advertising and lead generation [OneSource, 2012].
1.3 Risk and Opportunities:
Macroeconomic drivers such as high unemployment, political despotism and civil disorder, natural
disasters which disrupt supply chains, etc., serve as the largest threats to company stability and profitability.
Other threats which may become detrimental to the company include both direct and indirect competition.
However, in spite of certain uncontrollable risk factors, the company is always positioned to capitalize on
opportunities that are embedded as natural components of economies of scales in the labor force: In perpetuity,
there will always be a demand for human capital resources.
2. Financing Request:
2.1 Structure of the Deal
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9. Negotiation Strategy (determining synergy):
Negotiating strategic planning was already in force prior to the LBO candidate selection process through
the course institutional investment strategy. Currently, our company has a 9% controlling equity stake in the
company and has held this position for two full fiscal years. Our position has been embellished and leveraged by
our recent acquisition of one placement on Monster’s Board of Directors (aka, The Board). The significance of
this position has allowed us an opportunity to build cohesive relationships with board members, managing
executives, and organizational management that now has culminated in the preferred method of our buyout
acquisition as a “friendly takeover.”
As stated before, the primary goal for this acquisition is to implement a management turnaround
restructuring plan that includes capital divestitures, logistical consolidation of property, plants, and equipment,
operations efficiency improvements through enhanced automated planning machinations and processes (e.g., Six
Sigma, Enterprise Resource and Management Planning, et al), and management and general operations retraining,
cost structure reformation. We anticipate comprehensive restructuring efforts to interface slowly during the first
18 months of the integration planning and implementation phase and accelerate exponentially immediately
following this planning phase. Synergies created during this phase and all subsequent phases leading up to the
exit phase will mostly be intrinsic; creating value within the organization from top to bottom.
Therefore, unlike higher premium percentage multiples 6x the combined stand-alone values of two
companies used in valuing traditional, non-LBO acquisitions, because of the unique characteristic of this project
we will require a lower synergy percentage multiple no more than 3x the combined stand-alone values for
Monster Worldwide and Msverde Capital. The bulk of the enterprise value created (after adding synergy) over
the term of the LBO agreement will be generated by management performance-based measures. Once net present
value (NPV) of both future operating and free cash flows have been projected and determined, we can set
performance benchmarks and milestones to be accomplished by management consultant transition team and
management at Monster Worldwide.
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10. The following deal structure outline provides additional detailed information pertaining to the LBO
proposal process, as of this day, April 18, 2012:
Form of Acquisition:
 Friendly Taker
Form of Payment: Capital Structure – Multiple Tranches
The capital structure proposed to execute the LBO transaction of Monster Worldwide uses a consortium
of multiple tranches which are conducive to realize expected returns generated by aggressively moderate to high
capital structure. Furthermore, to take advantage of favorable interest rates incurred during the reorganization
period (5-7 years) leading up to the exit phase, it is recommended that this project is financed exclusively from a
multiple tranche-based structure instead of a fund-based model. The components that comprise the multiple
tranche-based capital structure are the following:
 Revolving Credit Facility (Revolver): Line of Credit (LOC) facility
 Bank Note: Term Loan A credit facility
 Issuance of Convertible Preferred Stock at 25% premium above Monster’s common shares
Tax Considerations:
 Tax Shields
Accounting Considerations and Requirements:
 Schedule 13 D must be filled with the SEC within 10 days of acquiring 5% of stock in another firm.
 Schedule 14 D-1 must be filed with the SEC for tender offers
 Tender offers must stay open a minimum of 20 business days
 Filing necessary with FTC when buyer purchases assets or securities >$63.4 million or buyer or seller has
annual sales or assets ≥ $126.9 million and other party has sales or assets ≥ $12.7 million. These
thresholds increased annually by change in GDP implicit price deflator
 30 day waiting period before transaction can be completed
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11.  Hedge and Private Equity Fund Registration: Must register with SEC as investment advisors if assets ≥
$100; those with < $100 million subject to state regulation.
Acquisition Vehicle:
Limited Liability Company (LLC)
Post-Closing Organization:
Private Corporation registered under current name, “Monster Worldwide, Inc.”
Legal Form of Selling Entity:
MonsterLBOAgreeme
nt2012.docx
Click icon to access.
2.2 Sources and Uses of Funds at Closing:
Estimation of the Financial Sponsor’s Initial Equity Contribution
All funding derived from multiple tranches will be used to purchase each share of common stock at an
predetermined exercise price during the negotiation phase, including a 25% premium at closing. At the time
Msverde Capital Assets elects to sale the company for secondary initial public offering (SIPO) at the exit phase of
its tenure as managing consultant, Msverde will retain no less than a 59% equity stake in common shares of the
newly reconstituted publicly-traded company, unless an unsatisfactorily, unaccepted level of pre-mutually-agreed
benchmarks and milestones have been incurred. If performance standards have been unmet and modifications to
improve those standards are not completed within a timeframe allotted by both parties, or if any materials adverse
changes have been incurred by the management team in charge of daily operations for Monster Worldwide, Inc.,
then upon relisting, management of Monster has first right to reduce the equity requirement from 59% to a level
not to exceed no lower than 35%.
B. The Company:
1. Industry:
Monster Worldwide is an online employment service company and its industry source code is registered
under the classification titled Employment and Recruiting Agency. Today, the employment and recruitment
10

12. agency industry remains stagnant with regard to its growth rate and revenue, due to the lingering effects caused by
the 2008 global financial crisis. In one year from 2008 to 2009, revenue declined sharply by 21% - making
revenue volatility extremely high - and from 2006 to the end of 2011 the industry has shown a -2.4% annualized
growth rate.
Currently, markets have shown signs of acceleration in productivity and profitability, and, as a result,
unemployment is expected to wane precipitously over the next 3-5 years. As increases in Internet usage soars
during this same period in conjunction with increases in online job placement advertisements from employers
while global economies (specifically, emerging and developing ones) continue to improve, this facility will
become a key revenue driver for the industry. (Please Exhibit 3 for company vs. industry performance figures.)
1.1 Markets
The type of service offered by Monster Worldwide makes it abnormally susceptible to non-diversifiable,
systemic market conditions. Therefore, to support this claim, a formal regression statistical analysis was
performed using the company’s total revenue per market region as the dependent variable in the analysis and
percentage-based averages (+/-) of a select group of viable macro-economic independent variables, such as
unemployment rates, Consumer Price Index (CPI), Real Gross Domestic Product (GDP) per Employee, and Year
Over Year (YOY) Patents Total, Patents Inventions, and Patent Designs, which correspond regionally with
Monster worldwide presence. The null hypothesis for the analysis states as follows: Monster Worldwide revenue
is affected by [selected] global economic factors.
Since the p-value for each of the independent variables were greater than the level of significance, Alpha
(α), which was established at 5% (see chart below), the null hypothesis would be accepted.
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13. Business Revenue Segmentation Regression Analysis:
Null Hypothesis: Monster Worldw ide revenue is af f ected by [selected] global economic f actors
Regression Statistics
Multiple R 0.80
R Square 0.64
Adjusted R Square 0.10
Standard Error 102385.87
Observations 11
ANOVA
df SS MS F Significance F
Regression 6 75188006372 12531334395 1.20 0.45
Residual 4 41931462351 10482865588
Total 10 1.17119E+11
Coefficients Standard Error t Stat P-value Lower 95% Upper 95% Lower 95.0% Upper 95.0%
Intercept 187945.772 77026.25135 2.44002231 0.07 -25913.39 401804.93 -25913.39 401804.93
Unemployment Rate % Yearly Weighted Average Increase/Decrease2.070606638
2610827.75 1260899.922 (YOY) 0.11 -889991.67 6111647.17 -889991.67 6111647.17
CPI Delta % Average -1632.6281 28574.67459 -0.057135491 0.96 -80968.64 77703.39 -80968.64 77703.39
Real GDP per Employee Person Average Increase/Decrease % (YOY)
-3509900.7 10764750.06 -0.32605501 0.76 -33397638.31 26377836.92 -33397638.31 26377836.92
Patents Total (YOY) 3538123.76 22226157.7 0.159187378 0.88 -58171582.99 65247830.51 -58171582.99 65247830.51
Patents Inventions (YOY) -1135330 22299430 -0.050912959 0.96 -63048473.24 60777813.32 -63048473.24 60777813.32
Patents Designs (YOY) -469805.11 1340318.171 -0.350517602 0.74 -4191124.94 3251514.72 -4191124.94 3251514.72
1.2 Market Trends
As stated previously, Monster Worldwide success is predicated on favorable macro-economic conditions
in which Producer Price index and inflation rates are sustained at modest to very insignificant levels. Depending
on direction of their movements, the correlation between these and other economic indicators and Monster’s
revenue streams are closely contracted and usually move paralleled to one another. Conversely, all things equal
and wage increases correlates closely with the CPI, a larger workforce usually results in higher demands for
goods and services, which could conceivably drive up prices. This is one key trend in the marketplace that can be
easily gauged and provide our financial analysts sufficient data and information for long-range forecasting,
planning, and analysis (FP&A) that will mitigate and control costs, sustain or improve both operating and free
cash flows, and maintain return on investment (ROI) target goals up to exit phase.
Since GDP is a strong indicator of operational efficiency and a stable and effectual workforce, global
GDP growth rate (see chart below) for advanced and emerging and developing economies are expected to
continue on a level of equilibrium, - that began in Q4 of 2009 and will end in the same quarter of 2014 -
averaging between 3 and 5 percent (with exception to a short upward spike of nearly 5% for emerging countries a
year later).
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14. GDP Growth - Quarter over Quarter (2007-2014)
15
10
5
0
-5
-10
World Advanced economies Emerging and developing economies
The series of charts below illustrate the ebb and flow of economic or economic-related activity in the
world over a 10-year period (except where otherwise indicated by “*”). Each chart represents cumulative
percentage average increases/decreases according to factors referenced that are the progenitors to globalized
market trends for many world economies, including those in which Monster Worldwide has a clear and viable
presence.
Civilian Labor Force (2000-2010)
United States Canada France Germany Italy Netherlands Sweden United Kingdom
1.43%
0.88%
0.71% 0.74%
0.70%
0.63%
0.52%
0.43%
Civilian Labor Force % Average Increase (YOY)
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15. Global Unemployment Rate (Select): 2000-2010
United Kingdom, 3.87%
Sweden, 4.24%
Netherlands, 5.16%
Italy, -1.17%
Unemployment Rate % Yearly Cumulative Average
Increase/Decrease (YOY)
Germany, -0.32%
France, 1.15%
Canada, 2.04%
United States, 9.87%
-2.00% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00%
Global Patents and Inventions: 2000-2010
Patents/Inventions % Average
Increase/Decrease (YOY)
35.00%
30.00%
25.00%
20.00%
15.00%
10.00%
5.00%
0.00%
-5.00%
Korea, United Netherla Switzerla
Germany Canada France Italy Sweden Finland Belgium Austria Denmark
South Kingdom nds nd
Total 2.78% 13.02% 3.84% 2.47% 2.72% 1.80% 3.96% 3.31% -0.01% 7.02% 2.46% 6.08% 4.76%
Inventions 2.52% 12.73% 3.98% 2.16% 2.43% 1.23% 3.40% 2.82% 0.21% 6.90% 2.69% 4.87% 4.94%
Designs 8.75% 23.43% 5.50% 7.74% 8.96% 7.42% 9.49% 9.41% 5.08% 18.71% 4.79% 28.84% 15.39%
Worldwide Internet Usage: 2000-2009
Internet Usage Cumulative % Average Increase
33.66%
32.79% 33.56%
29.18% 29.08%
27.06% 26.14%
22.71%
19.48% 20.11%
18.24% 18.82%
14.76% 15.49%
11.00% 13.46%
10.61% 10.09% 10.44%
8.48% 7.89% 7.61% 7.64%
6.45% 6.75% 6.29%
5.47% 4.74%
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16. 1.3 Competition:
A formal SWOT analysis executed by our LBO financial team has concluded that market competition for
2012 and forward in the industry is high and intense and will maintain this status as economic market conditions
improve and investors’ confidence grows. Both emerging and developing economies will become the initial
beneficiaries of upward economic activity as many multinational companies will seek to control payroll and other
operating costs through these markets. Therefore, new revenue stream opportunities will materialize as job
seekers who have become more competent as an Internet user will utilize this medium as a competitive advantage
to expedite their job search process. Competition within the industry to capitalize on this opportunity will come
from the following competitors:
 CareerBuilders.com  Dice.com  USAJobs.com
 LinkedIn.com  The Ladders.com  SnagaJob.com
 Indeed.com  Simply Hired.com  Job.com
2. Products:
3.1 Product Mix:
Product mix comprise of Internet-based tools and applications for jobseekers and employers and
advertising platforms for employers.
3. Management:
The company’s structure is composed of a traditional flat organizational structure in the distinct levels:
Executive management, operations management, and exempt and nonexempt employees. As a publicly-traded
entity, the company also has a Board of Directors headed by the Chairman of the Board and 7 other directors.
The CEO serves as the Chairman, CEO, and President of the company.
5.1 Monster Worldwide Organizational Chart:
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17. Salvatore Iannuzzi
Chairman of the Board,
President, Chief Executive
Officer
James M. Langrock
Executive Vice President,
Chief Financial Officer
Mark Stoever Lise Poulos Mark Conway
Executive Vice President - Executive Vice President,
Corporate Development and Chief Administrative Chief Information Officer
Internet Advertising Officer
5.2 Executives Resumes:
Key Executives Biographies
Salvatore Iannuzzi Salvatore Iannuzzi, serves as Chairman, President, Chief Executive Officer and a
Director of Monster Worldwide, Inc. Mr. Iannuzzi has served as a Director of Monster
Worldwide since July 2006, and Chairman, President and Chief Executive Officer of
Monster Worldwide since April 11, 2007. Prior thereto, he was President of Motorola,
Inc.'s Enterprise Mobility business commencing in January 2007 to April 2007. Mr.
Iannuzzi served as President and Chief Executive Officer of Symbol Technologies,
Inc. from January 2006 to January 2007, when Symbol Technologies was sold to
Motorola. He previously served as Symbol Technologies' Interim President and Chief
Executive Officer and Chief Financial Officer from August 2005 to January 2006 and
as Senior Vice President, Chief Administrative and Control Officer from April 2005 to
August 2005. He also served as a Director of Symbol Technologies from December
2003 to January 2007, serving as the Non-Executive Chairman of the Board from
December 2003 to April 2005. From August 2004 to April 2005, Mr. Iannuzzi was a
Partner in Sanguenay Capital, a boutique investment firm. Prior thereto, from April
2000 to August 2004, Mr. Iannuzzi served as Chief Administrative Officer of CIBC
World Markets. From 1982 to 2000, he held several senior positions at Bankers Trust
Company/Deutsche Bank, including Senior Control Officer and Head of Corporate
Compliance.
James M. Langrock James M. Langrock, was appointed to the position of Executive Vice President and
Chief Financial Officer of Monster Worldwide Inc., effective January 27, 2011. Mr.
Langrock had been Senior Vice President, Finance and Chief Accounting Officer of
Monster Worldwide Inc., since May 15, 2008. Prior to joining Monster Worldwide, Mr.
Langrock was Vice President, Finance of Motorola, Inc.'s Enterprise Mobility Business
from January 2007 to April 2008. From May 2005 to January 2007, Mr. Langrock
served as the Vice President, Chief Accounting Officer and Corporate Controller at
Symbol. From December 2003 to May 2005, Mr. Langrock was Symbol's Vice
President - Internal Audit. Before joining Symbol, he served as Chief Financial Officer
at Empress International, Ltd., an importer and wholesale distributor, from May 2002
to November 2003. From 1991 to April 2002, Mr. Langrock held a variety of audit
positions at Arthur Andersen LLP, including Senior Manager in the Audit and
Business Advisory Practice.
16

18. Lise Poulos Lise Poulos, has been Executive Vice President and Chief Administrative Officer of
Monster Worldwide Inc. since January 2008. Previously, she had served as Executive
Vice President of Monster Worldwide since September 2007. Prior to joining Monster
Worldwide, Ms. Poulos served as Senior Vice President, Human Resources of
Motorola, Inc.'s Enterprise Mobility business from January 2007 to July 2007. From
1997 to January 2007, Ms. Poulos held various roles at Symbol, including Senior Vice
President, Human Resources and Corporate Communications from August 2006 to
January 2007, Vice President, Human Resources from November 2005 to August
2006 and Director, Human Resources from 2002 to November 2005. Prior to joining
Symbol, Ms. Poulos worked at a major energy company and in the financial services
industry.
Mark Conway Mark Conway, the current Senior Vice President, Technologies of Monster
Worldwide, Inc., also assumed the role of Chief Information Officer of the Company
on August 26, 2011.
4. Description of Assets:
Company assets consist of cash and cash equivalents, tangibles (PPE), intangibles such as patents, copyrights,
and inventions.
7.1 Account Receivables:
Five-year average for AR is $370,914,000, from period 12/31/2007 to 12/31/2011, which accounts for
18.81% of total assets.
7.2 Inventories:
 None
7.3 Machine and Equipment:
 Computer and electronic equipment
7.4 Land and Buildings:
 Corporate and Regional offices for parent and all subsidiaries.
5. Liabilities:
 No long-term debt
 No Preferred Stock Outstanding
 Litigation in Process, Pending, or Settled
6. Present Market Value of the Company:
Market capitalization currently totals $1,106,632.
17

19. 9.1 Capitalization of Monster Worldwide, Inc.:
The authorized capital stock of Monster Worldwide, Inc. consists of 1,500,000,000 shares of Common Stock,
no par value, of which 123,923,000 shares are currently issued and outstanding and 800,000 shares of Series
A Preferred Stock, no par value, of which 0 shares are issued and outstanding.
9.2 Total Consideration:
 Cash and Convertible Preferred Stock for Common Stock
9.3 Total Purchase Price/Enterprise Value:
Net Purchase Price:
2012 Total Purchase Price (USD Thousands) Plus Termination Fee Amount
Equity Value (including 25% premiun) = 1,383,290
Value of Operations (NPV of Projected FCF) = 234,000
Economic Value Added = 68,000
Total Purchase Price = 1,685,290
Total Purchase Price Adjusted = 1,700,000
Termination Fee @ 8.5% = 144,500
C. Financial Review:
1. Historical Financial Statements: See Exhibit 4 for Financial Highlights
3 – 5 Years, Audited or Reviewed:
FinalMonsterMergent
reportbuilder.xlsx
Click on icon to access.
2. Forecasted Financial Performance:
2011 MVA = Stock price x # of shares - Total common equity
= $8.93 x 124 - $1,164
= $1,107 - $1,164
2011 MVA = -$57
18

20. 2011 EVA = NOPAT - Operating Capital Weighted average cost of capital
x
= $134.4 - $397 x 17%
= $134.4 - $66.2
2011 EVA = $68.2
2011 ROIC = NOPAT ÷ Operating Capital
$134.40 ÷ $397
2011 ROIC = 33.86%
Monster's Value of Operations (Millions of Dollars)
g= 3.0%
WACC = 17.00%
Year 2011 2012 2013 2014 2015
FCF $35.00 $35.00 $35.00 $35.00
FCF2014(1+g)
$29.915 = ─────────
$25.568 (WACC − g)
PVs of nonconstant FCFs
$21.853
$18.678
PV of horizon value $137.415 $257.500 $36.050
= ────── $257.500 = ───── = Vop(12/31/2014)
Vop(12/31/2011) = $233.43 (1+WACC) 4 14.00%
1.1 Assumptions:
The following are assumptions used to various valuation models to arrive to final purchase price and
conclusions:
One-Year Libor Rate Market Rate (Equity FSP = firm size Shares Outstanding (as of April
(March 2012): Risk Premium): 5.5% premium = 2.3 (percentage 17, 2012) = 123,923,000
1.0103% points added to CAPM
estimate)
10-Year Treasury Monster Risk Free Rate: WACC = Since there is no Market Value = $1,106,632,000
Note: 1.988% 2.97% debt or preferred stock,
the WACC is the Return
on Stock, 16.6681
Line of Credit Expected rate of Return Cost of Equity =16.6681 Effective Tax Rate = 20%
(LOC): Prime Rate on Equity = 8.47%
plus Libor Rate
Prime Rate: 3.25% Monster Beta: Range Stock Price (as of April 17, Termination Fee = 8.5% of Deal
2.16-2.97; Average 2.57 2012) = $8.93 Value
19

21. References
Cravath, Swaine & Moore LLP (2012). Home: Information. Retrieved March 2, 2012, from
http://www.cravath.com/
Credit Suisse Group AG (1997-2012). Home: Information. Retrieved March 2, 2012, from https://www.credit-
suisse.com/investment_banking/advisory_services/en/mergers_and_aquisitions.jsp
Culbert, K. (2011). Ibis World Industry Report. Retrieved February 14, 2012, from www.ibisworld.com
Datamonitor (2012). Monster Worldwide, Inc.: SWOT Analysis. Retrieved February 14, 2012, from http://0-
online.datmonitor.com.library.ggu.edu
Federal Trade Commission (2012). FTC Premerger Notification Program. Retrieved March 24, 2012, from
http://www.ftc.gov/bc/hsr/hsrform.shtm
Hermann, J. T. (2003). Pacific Coast Capital, Inc.: Writing a Business Plan for a Leveraged Buyout. Retrieved on
April 02, 2012 from www.pacific-coast-capital.com
International Monetary Fund.com (2012). Economic Outlook. Retrieved February 14, 2012, from www.imf.com
Mergent.com (N/A). Mergent Online Search. Retrieved February 14, 2012, from http://0-
online.mergent.com.library.ggu.edu
Monster Worldwide, Inc. (2012). About Us. Retrieved March 1, 2012, from www.about-monster.com
MorningStar, Inc. (2012). Investment Research Center. Retrieved on April 12, 2012 from http://0-
library.morningstar.com.library.ggu.edu/
Observations (2011). Average Stock Market Returns. Retrieved April 2, 2012, from
http://observationsandnotes.blogspot.com/2009/03/average-annual-stock-market-return.html
OneSource Information Services, Inc. (2012). Company Summary Report: Monster Worldwide, Inc. Retrieved
February 14, 2012, from http://0-online.onesource.com.library.ggu.edu
Standard & Poor’s (2012). S&P Capital IQ: NetAdvantage. Retrieved April 12, 2012 from http://0-
www.netadvantage.standardandpoors.com.library.ggu.edu/NASApp/NetAdvantage/cp/companyIndustryS
urvey.do?task=showPDFIndustrySurveyByTicker
20

22. The Securities and Exchange Commission (2010). Filings & Forms. Retrieved March 14, 2012, from
http://www.sec.gov/about/forms/secforms.htm#proxy
U.S. Census Bureau (2011). Statistical Abstract. Retrieved March 24, 2012, from
http://www.census.gov/compendia/statab/cats/international_statistics.html
Yahoo, Inc. (2012). Yahoo Finance. Retrieved February 14, 2012, from
http://finance.yahoo.com/q/bc?t=1d&s=MWW&l=on&z=m&q=l&c=%5EYHOh825
21

23. Exhibits
Exhibit 1: Monster Global Locations
Exhibit 2: LBO Rollout Plan
LBO Schedule and Deadlines Description Length of Time
Search and Pre-Intent Evaluation Exploratory research to identify stressed TBD
Phase: companies signifying intent to delist and
privatize
Screening Phase: Execute preliminary evaluation of probable Less than 1 month -
candidates to determine primary target following selection pool
determination
First Contact: Informal and Formal Secure primary contact of target and initiate 3 weeks
Solicitation Phase: Bear Hug inquiry and informal solicitation
Takeover Approach
On-Site Canvassing and Interview Schedule 'Interest to Pursue' and site visitation Less than 2 months -
Phase: meeting following successful
solicitation
Decision Tree Analysis: Go/No Go Assess solicitation phase results and 2 - 4 weeks
Decision Phase: determine Go/No Go decision
Negotiation Phase: Due Diligence Perform proper due diligence of operations 2 - 3 months
and Bid Offer (Friendly Takeover processes and procedures and execute
Offer): complete formal valuation analysis
22

24. Integration Planning Phase: Evaluate business model synergy and 2 - 3 months
integration conformity and develop and
construct deal structure matrix
Closing: Official Deal Acceptance Draft LBO agreement for signing and press TBD
and Announcement: release
Post-Closing Integration Develop cross-functional management 12 -18 months
Implementation Phase: ambassadors to begin seller's management
restructuring process
Post-Closing Performance Install benchmarks and performance metrics 5 - 7 Years
Monitoring Phase: archetype and assign private equity delegates
to monitor progress
Exit Strategy: Design and develop a strategic exit plan to 5th Year - Initiate Secondary
begin divestiture phase-out Initial Public Offering
process
Exhibit 3:
Statistic Industry Leader MWW MWW Rank
Market Capitalization WPP.L 10.48B 1.10B 16 / 48
P/E Ratio (ttm) RMV.L 3,311.48 21.81 5 / 48
PEG Ratio (ttm, 5 yr expected) LAMR 28.94 3.03 7 / 48
Revenue Growth (Qtrly YoY) DNAX.OB 183.00% -2.00% 14 / 48
EPS Growth (Qtrly YoY) IPG 38.80% N/A N/A
Long-Term Growth Rate (5 yr) FMCN 23.18% 12.00% 7 / 48
Return on Equity (ttm) RMV.L 175.38% 4.69% 31 / 48
Long-Term Debt/Equity (mrq) 16.221 N/A
Dividend Yield (annual) IPG 2.20% N/A N/A
23

25. Exhibit 4: Financial Highlights
Financial Highlights
Fiscal Year
Fiscal Year Ends: Dec 31
Most Recent Quarter (mrq): Dec 31, 2011
Profitability
Profit Margin (ttm): 5.17%
Operating Margin (ttm): 6.18%
Management Effectiveness
Return on Assets (ttm): 1.99%
Return on Equity (ttm): 4.69%
Income Statement
Revenue (ttm): 1.04B
Revenue Per Share (ttm): 8.53
Qtrly Revenue Growth (yoy): -2.00%
Gross Profit (ttm): 1.04B
EBITDA (ttm)6: 138.89M
Net Income Avl to Common (ttm): 53.80M
Diluted EPS (ttm): 0.43
Qtrly Earnings Growth (yoy): 2,076.80%
24

26. Balance Sheet
Total Cash (mrq): 250.32M
Total Cash Per Share (mrq): 2.13
Total Debt (mrq): 188.84M
Total Debt/Equity (mrq): 16.22
Current Ratio (mrq): 0.86
Book Value Per Share (mrq): 9.90
25