January 8, 2013 / 9:00 PM / in 5 years

TEXT-S&P revises TriZetto Group outlook to negative

Overview
     -- U.S. health care information technology provider TriZetto Group Inc. 
reported third-quarter results below our expectations, with adjusted leverage 
above 9x.
     -- We are revising our outlook on TriZetto to negative from stable and 
affirming our 'B' corporate credit rating on the company.
     -- The negative outlook reflects our expectation that TriZetto's credit 
metrics will remain weak over the near term because of continued operational 
challenges.

Rating Action
On Jan. 8, 2013, Standard & Poor's Ratings Services revised its outlook on 
Denver-based health care information technology (HCIT) provider TriZetto Group 
Inc. to negative from stable. In addition, we affirmed our 'B' corporate 
credit rating on the company. 

The outlook revision reflects weak operating performance in recent quarters, 
which has elevated adjusted leverage to above 9x.

Rationale
The outlook revision is based on continued operating weakness that has 
resulted in trailing 12-month adjusted leverage of more than 9x and negative 
free operating cash flow (FOCF). Our expectation is that adjusted leverage 
will remain elevated in the near term due to continued operational challenges 
and accreting preferred stock, which we treat as debt.

The rating on TriZetto reflects Standard & Poor's expectation that the company 
will maintain its "weak" business risk profile despite continued investments 
in its business and transition toward "full stack solution" sales (as compared 
to historical perpetual software license sales), which has reduced 
profitability in recent quarters. We believe that the company will continue to 
have a "highly leveraged" financial risk profile, partly because of accreting 
preferred stock, which we view as debt. 

TriZetto is an HCIT provider that develops enterprise software solutions and 
provides outsourcing and consulting services to health care payers and 
providers. The company is a relatively small participant in a market that 
features large health care plans with proprietary in-house solutions and large 
stand-alone software providers with greater financial resources. The 
acquisition of Gateway EDI, completed in early 2011, somewhat diversified its 
revenue base through penetration of the health care provider market, but this 
segment remains small overall despite good recent growth. However, TriZetto 
maintains good revenue visibility, with more than 60% of its revenues 
comprising recurring software maintenance contracts, outsourcing contracts, 
and consulting services, and it has long term relationships with its 
diversified customer base. 

TriZetto's "weak" business risk profile also reflects its acquisitive growth 
strategy and the ongoing revenue model transition. We expect TriZetto to 
continue to make tuck-in acquisitions, which we believe will target markets 
that are faster growth but have limited profitability in initial years. 
Although the company's transition from traditional upfront license and 
implementation sales to full stack solution sales has been modest to date, we 
expect it to continue to have a negative impact on profitability and cash flow 
in the near term. We assess the company's management and governance to be 
"weak." This reflects the prolonged CFO vacancy, as well as financial 
performance that has fallen short of guidance. 

TriZetto's latest 12-month revenues increased 10%, partly because of good 
growth in the provider segment. Although growth on the payer side has been 
relatively weak in recent years, we anticipate that stronger bookings and the 
larger backlog built up in recent quarters will continue to support revenue 
growth in fiscal 2013. However, TriZetto's EBITDA margin is meaningfully lower 
versus a year ago, due mostly to investments in its consulting business and 
the overall competitive pricing environment. We expect that these conditions 
will continue to pressure margins in fiscal 2013.

We view TriZetto's financial risk profile as highly leveraged. Adjusted 
leverage has risen to 9.3x in the September quarter from 7.4x in the June 
quarter as a result of a $150 million second lien debt issuance in September 
and declines in EBITDA. Adjusted leverage includes approximately 2.7x turn for 
a sizable, accreting preferred stock which, although it has some equity-like 
characteristics, we treat as debt. Even though we expect some reduction in 
funded debt through modest amortization and an annual mandatory prepayment of 
up to 50% of excess cash flow, adjusted leverage is unlikely to improve 
meaningfully in the next 12 to 24 months unless accompanied by sustained 
EBITDA growth because of the accreting preferred stock. TriZetto's financial 
risk profile also reflects negative FOCF resulting from lower profitability, 
working capital spending, and higher capital expenditures in recent quarters.

Liquidity
We view TriZetto's liquidity as "adequate." We expect cash sources to cover 
uses by more than 1.2x for the next 12 months, and for net sources to be 
positive in the near term even with a 15% to 20% decline in projected EBITDA. 

Our assessment of TriZetto's liquidity profile incorporates the following 
expectations, assumptions, and factors:
     -- Cash on hand was about $118 million as of September 2012, but we 
expect most of the cash will be used for future acquisitions.
     -- The company had full availability under its $85 million revolver.
     -- We expect positive funds from operations (FFO) in fiscal year 2013.
     -- We expect capital expenditures to be in excess of $50 million in 
fiscal year 2013.
     -- There are no near-term maturities. 
     -- The current ratings do not incorporate additional debt-financed 
acquisitions.

Recovery analysis
The company's first-lien $650 million term loan due 2018 and $85 million 
revolving credit facility due 2016 are rated 'B'. The '3' recovery rating on 
the term loan indicates our expectation for meaningful (50% to 70%) recovery 
in the event of payment default. The company's second-lien, $150 million term 
loan due 2019 is rated 'CCC+'. The '6' recovery rating indicates our 
expectation for negligible (0% to 10%) recovery in the event of payment 
default.

Outlook
The negative outlook reflects our expectation that the company will continue 
to experience weak operating results in the near term given ongoing 
investments and business model transition. We could lower the rating if 
operating performance during the next 12 months is meaningfully worse than the 
company's current guidance, such that FOCF remains negative or adjusted 
leverage exceeds the mid-9x level on a sustained basis.  

We could revise the outlook to stable if TriZetto can perform in line with 
guidance and generate sustained EBITDA and FOCF growth through successful 
conversion of its existing backlog. 

Related Criteria And Research
     -- Methodology: Business Risk/Financial Risk Matrix Expanded, Sept. 18, 
Methodology And Assumptions: Liquidity Descriptors For Global Corporate 
Issuers, Sept. 28, 2011 
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008
     -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008
     -- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008
     -- Use Of CreditWatch And Outlooks, Sept. 14, 2009
     -- Criteria Guidelines For Recovery Ratings, Aug. 10, 2009

     -- Key Credit Factors: Methodology And Assumptions On Risks In The Global 
High Technology Industry, Oct. 15, 2009 Issuer Ranking: Global Technology 
Ratings, Strongest to Weakest, Sept. 27, 2012 
     -- Top 10 Investor Questions For 2013: Global Technology, Dec. 5, 2012

Ratings List

OUTLOOK REVISED TO NEGATIVE AND RATING AFFIRMED
                             To            From
Trizetto Group Inc.
 Corporate credit rating        B/Negative        B/Stable

RATINGS AFFIRMED

Trizetto Group Inc.
  $650 mil first lien term
  loan due 2018                B
   Recovery rating            3
  $85 mil revolving credit
  facility due 2016            B
   Recovery rating            3 
 $150 mil second lien term
  loan due 2019                CCC+
   Recovery rating            6

Complete ratings information is available to subscribers of RatingsDirect on 
the Global Credit Portal at www.globalcreditportal.com. All ratings affected 
by this rating action can be found on Standard & Poor's public Web site at 
www.standardandpoors.com. Use the Ratings search box located in the left 
column.

Our Standards:The Thomson Reuters Trust Principles.
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