TEXT-S&P cuts HealthCare Partners rating, rating withdrawn

Overview
-- DaVita HealthCare Partners Inc. completed its acquisition of
HealthCare Partners LLC (HCP) on Nov. 1, 2012.
-- We are removing the rating on HCP from CreditWatch, then lowering our
'BBB-' long-term counterparty credit rating on HCP to 'BB-'to be consistent
with DaVita's rating.
-- We are subsequently withdrawing the rating.

Rating Action
On Nov. 9, 2012, Standard & Poor's Ratings Services lowered its 'BBB-'
long-term counterparty credit rating on HealthCare Partners LLC (HCP) after
first removing the rating from CreditWatch with negative implications, where
we placed it on May 22, 2012, and assigning a stable outlook. We then withdrew
the rating at Davita's request.

Rationale
We initially placed our rating on HCP on CreditWatch with negative
implications on May 22, 2012, when DaVita announced the acquisition. At that
time, we stated that we would likely lower the ratings on HCP by three notches
to be consistent with our rating on DaVita once the transaction was completed.
The acquisition was completed on Nov 1, 2012. HealthCare Partners' outstanding
senior secured term loan debt was repaid at transaction closing.

HCP's key financial metrics based on year-to-date June 2012 operating results
were in line with our expectations. Over the intermediate term, we had
expected adjusted debt to EBITDA, funds from operations to adjusted total
debt, and adjusted EBITDA interest coverage to be about 1.5x, 50%, and well
above 10x,respectively.

Related Criteria And Research
Use Of CreditWatch And Outlooks, Sept. 14, 2009

Ratings List
Downgraded; Outlook Action
To From
HealthCare Partners LLC
Counterparty Credit Rating BB-/Stable/-- BBB-/Watch Neg/--

Ratings Withdrawn
To From
HealthCare Partners LLC
Counterparty Credit Rating NR/--/-- BB-/Stable/--
Senior Secured NR BBB-/Watch Neg

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.