TEXT-S&P keeps Amerigroup Corp on watch positive

Tue Oct 9, 2012 1:44pm EDT

Overview
     -- WellPoint's acquisition of Amerigroup will likely close by year-end 
2012.
     -- We are keeping our 'BB+' counterparty credit rating on Amerigroup on 
CreditWatch Positive.
     -- We could raise the rating by up to four notches to be consistent with 
our rating on WellPoint Inc.

Rating Action
On Oct. 9, 2012, Standard & Poor's Ratings Services said that its 'BB+' 
long-term counterparty credit rating on Amerigroup Corp. (AGP) remains
on CreditWatch with positive implications where it was initially placed July 9, 
2012, following WellPoint Inc.'s announcement that it has entered into
an agreement to acquire Amerigroup.

Rationale
The CreditWatch placement reflects Amerigroup's anticipated acquisition by a 
higher-rated entity (WellPoint), which likely will result in an upgrade by up 
to four notches. The company expects the acquisition to close by year-end 2012.

CreditWatch
We will continue to monitor Amerigroup's operating performance and financial 
condition, as well as discuss its capital structure and role within the 
acquiring firm with WellPoint's management. We expect Amerigroup's operating 
health plans to operate as wholly owned subsidiaries of WellPoint. We expect 
to raise our rating on Amerigroup by up to four notches to be consistent with 
our 'A-/Stable/A-2' counterparty credit rating on WellPoint.

Related Criteria And Research
     -- WellPoint Outlook Revised To Positive From Stable, Rating Affirmed On 
Announced Amerigroup Acquisition, July 9, 2012
     -- Use Of CreditWatch And Outlooks, Sept. 14, 2009

Ratings List
Ratings Remain On CreditWatch

Amerigroup Corp.
 Counterparty Credit Rating
  Local Currency                        BB+/Watch Pos/--   
 Senior Unsecured                       BB+/Watch Pos      



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