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Overview

— Fort Myers, Fla.-based oncology services company Radiation Therapy

Services Inc. is refinancing its existing senior secured credit facility in a

leverage neutral transaction. The new structure restricts performance

covenants to the revolving credit facility with only a first-lien secured

leverage test expected.

— We are affirming our ‘B’ corporate credit rating and raising the

outlook to stable from negative, reflecting the elimination of any near-term

covenant or liquidity concerns.

— At the same time, we are assigning a ‘BB-‘ debt rating and a ‘1’

recovery rating to the proposed revolver and a ‘B+’ debt rating and ‘2’

recovery rating to the proposed second-lien notes. These ratings reflect our

expectations of very high (90%-100%) and substantial (70%-90%) recovery on the

revolver and second-lien notes, respectively, in the event of a payment

default. The ‘CCC+’ debt rating and ‘6’ recovery rating on the subordinated

notes remains unchanged.

— Our stable outlook reflects our expectation of approximately 10%

revenue growth, steady EBITDA margins and minimal deleveraging as the company

utilizes cash flow to fund its growth strategy.

Rating Action

On April 24, 2012, Standard & Poor’s Ratings Services affirmed its ‘B’

corporate credit rating on Radiation Therapy Services Inc. and raised the

rating outlook to stable from negative. In addition, we assigned our ‘BB-‘

debt rating and ‘1’ recovery rating to the company’s proposed revolver, and

our ‘B+’ debt rating and ‘2’ recovery rating to the proposed second-lien

notes.

Rationale

The rating on Fort Myers, Fla.-based Radiation Therapy Services Inc. reflects

our assessment of the company’s business risk profile as “weak” and the

financial risk profile as “highly leveraged.” We expect Radiation Therapy to

continue to be subject to significant reimbursement risk such as the recent

Medicare payment cut (8% for IMRT and 22% for IGRT treatments) to radiation

treatment providers for 2012. We expect Radiation Therapy’s total revenue to

increase by approximately 10% for 2012, primarily on the impact of acquisition

activities and continued growth of the company’s Latin American business,

Medical Developers LLC. Our expectations are for EBITDA margins to remain

relatively flat in 2012 over 2011, as cost mitigation strategies are offset by

increases in lower margin multi-specialty practice businesses. We expect any

free operating cash flow to be used to fund acquisitions rather than to repay

debt.

We view Radiation Therapy’s financial risk profile as “highly leveraged”,

reflected in our forecast of adjusted debt to EBITDA of over 6.5x at the end

of 2012, down from 6.9x at year-end 2011, and our expectation of adjusted

funds from operations (FFO) to debt in the high single digits. We do not

expect any shareholder dividends or debt paydown, and expect any discretionary

cash flow (estimated to be approximately $20 million in 2012) will be used to

fund acquisitions. Significant revolver availability along with growth

strategy means the company likely will borrow to finance acquisitions, keeping

leverage high.

We view the company’s business risk as weak; Radiation Therapy operates in the

highly fragmented and competitive radiation therapy (oncology) market, has

geographic and technology concentration, and faces ongoing reimbursement

concerns. It has reduced its dependency on Florida from nearly 50% of global

freestanding revenues in 2008 to 40% in 2011. We note however, that its latest

acquisition and license agreement are both in Florida. The company is

continuing to reposition itself as a multispecialty cancer care organization

(rather than a freestanding radiation oncology model), and is rebranding

itself under the name “SaviaCare.”

Radiation Therapy owns, operates, and manages outpatient radiation oncology

services in its 127 treatment centers in 16 states, with a significant

concentration in Florida and a growing presence in Latin America through its

Medical Developers LLC business. Approximately 45% of Radiation Therapy’s

revenue is derived from government reimbursement, predominantly Medicare. The

uncertainty of federal efforts to reduce health care spending subjects the

company to ongoing federal regulatory risk, as evidenced by the Medicare cuts.

The underlying radiation business is expected to grow at a fairly modest pace

(1% to 3% annually), with the Medicare rate cuts partly offset by improvement

in volumes and in improved commercial reimbursement rates. We believe growth

is going to be primarily derived from acquisition activity.

Liquidity

We believe Radiation Therapy’s liquidity is adequate, revised from less than

adequate. The refinancing will extend maturities into late 2016 for the

revolver and 2017 for the notes, with no amortization and only a first-lien

leverage covenant on the revolver. Relevant aspects of Radiation Therapy’s

liquidity are:

— We expect liquidity sources (consisting primarily of $20 million of

cash on hand, discretionary cash flow of approximately $20 million and

availability under the revolver) to exceed uses by over 2.0x over the next 12

to 24 months;

— We expect liquidity sources to exceed uses, even if EBITDA declines by

20%;

— We believe the company could absorb a high-impact, low probability

event;

— We view the bank facility as covenant-light; the first-lien leverage

test is on the revolver only, which is expected to be held predominantly by

key relationship banks, making any amendments more easily negotiated;

— We estimate the revolver will be utilized to fund acquisitions; and

— In our assessment, the company has well-established bank

relationships; however, sponsor ownership and high debt leverage could hurt

prospective access to capital markets in the future.

Recovery analysis

The rating on the company’s revolving credit facility is ‘BB-‘ (two notches

above the corporate credit rating), and the recovery rating is ‘1’, indicating

our expectation of very high recovery in the event of a payment default. The

rating on the proposed second-lien notes is ‘B+'(one notch above the corporate

credit rating on Radiation Therapy), and the recovery rating is ‘2’,

indicating our expectation that lenders would receive substantial (70%-90%)

recovery in the event of a payment default. The rating on subordinated notes

is ‘CCC+’ (two notches below the corporate credit rating on Radiation

Therapy), and the recovery rating is ‘6’, indicating our expectation that

lenders would receive negligible (0-10%) recovery in the event of a payment

default. (For the complete recovery analysis, please see the recovery report

on Radiation Therapy, to be published following this report on RatingsDirect.)

Outlook

Our stable rating outlook on Radiation Therapy reflects our expectation of

approximately 10% revenue growth, steady EBITDA margins, and minimal debt

paydown as the company uses cash flow to fund its growth strategy. Considering

its weak business risk profile, sponsor ownership, and adjusted debt leverage

well over 5.0x, we do not expect an upgrade in the near to medium term. A

downgrade would most likely be predicated on a large, debt-funded acquisition

limiting revolver availability and liquidity or a decline in EBITDA such that

headroom under its covenants was reduced to below 10%.

Related Criteria And Research

— Methodology And Assumptions: Liquidity Descriptors For Global

Corporate Issuers, Sept. 28, 2011

— Criteria Guidelines For Recovery Ratings, Aug. 10, 2009

— Business Risk/Financial Risk Matrix Expanded, May 27, 2009

— 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

Ratings List

Radiation Therapy Services Inc.

Ratings Affirmed; Outlook Action

To From

Corporate Credit Rating B/Stable/– B/Negative/–