SecProbe.io

December 19, 2013

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Registration Statement on Form S -1
Filed November 2 1, 2013
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amen dment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note a number of bl ank spaces throughout your registration statement for information
that you are not entitled to omit under Rule 430A.  Please revise throughout the
prospectus to include all information that may not properly be excluded under Rule
430A.  Please provide all the information required with respect to the offering price,
underwriting discounts and the number of shares.  Please allow sufficient time to review
your complete disclosure prior to any distribution of preliminary prospectuses.  We may
have further comme nts once items that are currently blank are completed.

2. Prior to the effectiveness of this registration statement, we need to receive a copy of the
letter or a call from FINRA confirming that FINRA has completed its review and has no
further concerns re garding the underwriting terms and arrangements pertaining to this
offering.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 2

 3. With respect to all third -party statements in your prospectus - such as market data by the
National Association of Professional Employer Organizations - please provide us with  the
relevant portion of the industry research reports you cite.  To expedite our review, please
clearly mark each source to highlight the applicable portion of the section containing the
statistic, and cross -reference it to the appropriate location in you r prospectus.  Also,
please tell us whether any of the reports were prepared for you or in connection with the
offering.

4. Please provide us with copies of additional artwork, if any, you intend to include on the
inside front and/or inside back cover pag es of the prospectus.  Since we may have
comments that could result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork prior to circulating
preliminary prospectuses.  See Item VIII of  the March 31, 2001 quarterly update to the
Division of Corporation Finance’s “Current Issues and Rulemaking Projects Outline.”

Prospectus Summary, page 1

5. Please provide support for the statement that you are “a leading provider” of
comprehensive human resource solutions, also found on pages 47 and 95.

6. Please provide the rationale for your estimate that “in 2013 SMBs will spend
approximately $90 billio n on in -house HR resources, payroll processing and other HR
services,” also found on page 86.

7. Please provide support for the statements that “[a] large portion of HR -related spending
by SMBs has traditionally been on a range of disparate products and s ervices, where
companies utilize a combination of third -party service and technology providers and in -
house resources to administer the HR function,” and that “SMBs typically cannot afford
to invest in a comprehensive technology platform to manage their HR  processes and
often lack the scale required to negotiate favorable employee health benefit and workers
compensation plan terms with insurance companies and other large employee benefits
providers.”

The Offering, page 8

8. We note that funds affiliated with General Atlantic currently hold 72.0% of your
outstanding shares, and David C. Hodgson, your director, can be deemed to beneficially
own 72.5% of your outstanding shares.  Please disclose, here or in the Prospectus
Summary, the ownership percentages o f such shareholders following the offering, as well
as, if applicable, please confirm if you plan to rely on the “controlled company”
exemptions provided under the rules of the New York Stock Exchange or the Nasdaq
Stock Market, as applicable.  Please also  add appropriate risk factor disclosure regarding
your status as a controlled company, if applicable.  Please also briefly describe the history
of General Atlantic’s involvement in your business.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 3

 Risk Factors, page 14

9. Please delete the third sentence o f the introductory paragraph of this section.  All material
risks should be described in your disclosure.  If risks are not deemed material, you should
not reference them.

10. Please include a risk factor discussing the risks associated with threats to yo ur cyber -
security.  In this regard, we note your disclosure on page 23 that your computer “systems
can be disrupted by, among other things, equipment failures, computer server or systems
failures, network outages, malicious acts, software errors or defects , vendor performance
problems and power failures.”

Market, Industry and Other Data, page 34

11. Throughout your prospectus you set forth market data and certain industry data obtained
through a variety of sources.  You state that you have not independent ly verified any of
the data from the third -party sources.  Please revise such statement as necessary so that
you do not suggest that you could lack a reasonable belief as to the accuracy and
completeness of the market data you elect to include in the filin g.

Use of Proceeds, page 35

12. Please revise to clarify the amount you intend to repay under your $175.0 million tranche
B-1 term loan.

Dividend Policy, page 36

13. We note that your board of directors has declared 3 special dividends since January 1,
2011.  We also note your disclosure on page 57 that you paid a special dividend on
August 2013, in connection with your entry into a new senior credit facility.  Please
explain the rationale behind the payment of such dividends, including an analysis of  that
fact that your business is highly leveraged.  In addition, please confirm if your board of
directors currently plans to pay similar dividends in the future.  Lastly, please further
describe the restrictions on your ability to declare and pay cash div idends provided by the
terms of your credit facilities.  Please see Item 201(c) of Regulation S -K.

Dilution, page 39

14. Please tell us your consideration of excluding deferred loan costs from pro forma net
tangible book value as of September 30, 2013.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
47

Provision for (Benefit from) Income Taxes, page 51

15. We note your statement that you conduct your business “primarily” in the United States.
Please disclose the percentage of your business conducted in Canada or other countries.

Liquidity and Capital Resources, page 68

16. We note your statement that your “principle source of liquidity for operations is derived
from cash provided by operating activi ties.”  Please explain to what extent your senior
credit facility acts as a source of liquidity for operations.

17. Please revise to discuss known trends or any known demands, commitments, events or
uncertainties that will result in or that are reasonably  likely to impact your liquidity or
operations in any material way, as well as the current and potential future impact of these
trends and conditions on your liquidity, operations and capital resources, giving particular
consideration to the fact that your  primary source of liquidity is cash flows from
operations.  Please also address the impact that your acquisitions, as opposed to solely
organic growth, have had and are expected to have on your results of operations,
including revenues and costs.   Please refer to Item 303(a)(1) and (2) of Regulation S -K.

Critical Accounting Policies, Estimates and Judgments, page 73

Stock -Based Compensation, page 76

18. The last line item in the table on page 76 appears to represent the weighted -average
grant -date fair valu e of stock options rather than shares.  Please consider revising the line
item description for clarity.

19. Please explain why the valuation determined as of October 15, 2012 was not used to
value the options granted on November 14, 2012.  Please also expla in why the valuation
determined as of February 8, 2013 was not used to value the options granted on February
5, 2013.

Business, page 85

20. We note your discussion about your “in -house approach” presenting a “significant
opportunity for [you] to continue to penetrate and expand [your] presence in the SMB
market.”  We also note your disclosure in your risk factors “[y]our success depends on
growth in market acceptance of the human resources outsourcing and related services we
provide .”  In an appropriate place in your Business discussion, please elaborate upon
where you see reasonable opportunities for growth in your services and where you see
challenges to such growth.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 5

21. Please elaborate further on your “vertical market expertise” and you focus on “serving
clients in specific industry vertical markets,” including what this specific expertise is and
how it is developed, and how you plan to utilize this expertise in serving clients.

22. Please describe how your risk management tools allow you to “significantly mitigate
employer risk.”

Competition, page 96

23. Please provide further disclosure regarding the  competitive conditions in in whic h you
operate, including but not limited to including, where material, an estimate of th e number
of competitors,  your competitive position and  the principal methods of competition .
Please also further explain the  positive and negative factors pertaining t o your
compet itive position , to the extent they exist and such information is known or
reasonably available to you.  Pleas e see Item 101(c)(1)(x) of Regulation S -K.

Management, page 99

Executive Officers, page 99

24. Please provide the names of the priv ate law firms with which Gregory Hammond was
employed.  Please see Item 401(e)(1) of Regulation S -K.

Board of Director Independence, page 103

25. Please provide us with the analysis by which you determined that each of H. Raymond
Bingham and David C. Hodgson are “independent directors” under the applicable SEC
rules and regulations, as well as applicable stock exchange rules, including but not
limit ed to your analysis of the facts that Mr. Bingham is an Advisory Director of General
Atlantic and served as a Managing Director from September 2006 to December 2009 and
Mr. Hodgson is a Managing Director of General Atlantic and helped found their
partnersh ip, as well as being deemed to beneficially own shares by funds affiliated with
General Atlantic.  Please also provide the analysis by which you determined Martin
Babinec, your 10.2% shareholder and founder, is an “independent director.”

Executive Compens ation, page 107

Variable Cash Compensation, page 110

26. Please disclose the revenue and Adjusted EBITDA targets utilized in 2012, the actual
revenue and Adjusted EBITDA achieved in 2012, and the manner in which the payouts
were made on the basis of the calculated matrix level of 200% .  Please refer to Item
402(b) of Regulation S -K.

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 6

27. Please disclose the management business objectives, or MBOs, for each of your
executives, as well as how the compensation committee determined that such MBOs
were achieve d.

Long -Term Equity Incentive Awards, page 111

28. Please disclose with greater specificity the manner in which you determined the number
of options to be awarded to each named executive officer.

Principal and Selling Stockholders, page 124

29. Please disclose the names of the 22 GA Managing Directors who  are the natural persons
who have voting and dispositive power over the shares  held by the GA Funds , as described in
footnote 1 to the principal and selling stockholders table on page 125 .  Refer to Question 140.02
and Interpretive Response 240.04 of our Regulation S -K Compliance and Disclosure
Interpretations located at our web -site, www.sec.gov.
30. Please briefly describe the manners in which the selling stockholders acquired the sha res
to be sold in the offering.

Consolidated Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

31. In light of the $310,825,000 special dividend p aid in the quarter ended September 30,
2013, please tell us your consideration of adjusting pro forma per share data to give effect
to the increase in the number of shares which, when multiplied by the offering price,
would be sufficient to replace the cap ital in excess of earnings being withdrawn.  Refer to
SAB Topic 1B.3.

Notes to Consolidated Financial Statements, page F -8

Note 4 . Business Combination , page F -17

32. Please explain to us the tax code provisions that render goodwill to be deductible for tax
purposes and whether this represents an “outside” basis difference.  In this regard, please
tell us whether you recorded a deferred tax benefit for the deductible goodwill and the
basis in GAAP for your treatment of the tax benefit in the purchase pric e allocation.

33. We note you recorded deferred tax liabilities of $31.3 million associated with the
identifiable intangible assets of SOI that we presume are not deductible for tax purposes.
Please help us understand the reason(s) for the difference between  this amount and the

Burton M. Goldfield
TriNet Group, Inc.
December 19, 2013
Page 7

 deferred income taxes recorded in the purchase of $17.4 million.  To the extent the
purchase created additional inside basis differences, please explain.

Note 8. Notes Payable and Borrowings Under Capital Leases, page F -24

2013 Credit Facility, page F -25

34. Reference is made to the last paragraph on page F -25 which states that the credit facilities
contain provisions that can restrict the payment of dividends by you and your subsidiaries
and require you and your subsidiaries to comply  with financial covenants to maintain
maximum leverage ratios.  Please tell us your consideration of disclosing the maximum
leverage ratios and the amount of your retained earnings or net income restricted or free
of restrictions.  Refer to Rule 4 -08(e)(1)  of Regulation S -X.  Please also tell us whether
these covenants restrict the ability of your subsidiaries to transfer funds to you in the
form of loans, advances or cash dividends.  If so, please tell us tell us: (i) the amount of
restricted net assets of  consolidated subsidiaries as of the most recent balance sheet date
and how you computed the amount; (ii) your consideration of providing the disclosures
required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X; and (iii) your consideration of
providing t he condensed financial information prescribed by Rule 12 -04 of Regulation S -
X in accordance with Rule 5 -04 of Regulation S -X.

Earnings per Share, page F -31

35. Please explain why convertible preferred shares are participating securities referencing
applicab le GAAP.  Please also explain how net income and loss are allocated to the
convertible preferred shares and your basis for such allocation method.  In explaining
your basis, please also ensure to explain why losses are not allocated to the convertible
preferred shares or any scenario in which losses could be allocated to such preferred.
Please be detailed in your response.

36. Your description