TEXT - Fitch may still raise Coventry Health Care ratings

Fri Feb 15, 2013 3:53pm EST

Feb 15 - Fitch Ratings said today that the ratings of Coventry Health Care,
Inc. (Coventry) remain on Ratings Watch Positive pending the close of
Coventry's previously announced acquisition by Aetna Inc. (Aetna). 
These ratings include the company's long-term Issuer Default Rating (IDR) of 
'BBB' and the 'BBB-' ratings on the company's senior unsecured securities. A 
complete list of affected ratings appears below.

Todays' rating actions follow completion of Fitch's review of interim events 
leading to the acquisition's expected mid-2013 close.  Fitch had placed 
Coventry's ratings on Rating Watch Positive on Aug. 20, 2012 following the 
company's announcement that it had entered into a definitive agreement to be 
acquired by Aetna in exchange for Aetna common shares and cash totaling $5.7 
billion.  

Since that time, Coventry shareholders have voted to formally adopt the 
agreement governing the acquisition, Aetna has issued $2 billion of senior 
unsecured securities to finance a portion of the acquisition, and Aetna has 
taken steps required to obtain necessary regulatory approvals.    

KEY RATING DRIVERS

The Positive Rating Watch continues to reflect Fitch's view that following the 
transaction, the combined entity will benefit from significantly stronger market
positioning, larger absolute earnings and revenues bases, and enhanced benefits 
from economies of scale than Coventry possesses on a stand-alone basis.

These expected benefits are partially offset by a projected increase in the 
combined Aetna-Coventry entity's financial leverage and the possibility of a 
modest reduction in interest coverage levels relative to Coventry's recently 
reported levels, depending on the combined operating performance of the two 
companies going forward. 

RATING SENSITIVITIES

Assuming the acquisition closes as expected, Fitch will most likely upgrade the 
ratings on Coventry's senior unsecured notes to align them with Aetna's then 
current ratings.  Fitch currently rates Aetna's senior unsecured debt at 'A-', 
with a Negative Rating Watch.

If the acquisition were to fail to close as expected, Fitch would likely remove 
Coventry's ratings from Rating Watch Positive and leave them at their 
stand-alone level.

Coventry's stand-alone ratings continue to be supported by the company's solid 
historical operating performance, good cash flow, conservative investment 
profile and reasonable financial leverage. 

Coventry's ratings also reflect the effect of very strong competition in the 
commercial health sector, ongoing risks associated with the implementation of 
health reform legislation, and continued concerns related to unsustainable 
medical cost trends.

The following ratings remain on Ratings Watch Positive:

Coventry Health Care, Inc.

--IDR at 'BBB';
--$400 million 6.30% senior unsecured notes due 2014 at 'BBB-'.
--$250 million 6.125% senior unsecured notes due 2015 at 'BBB-';
--$400 million 5.95% senior unsecured notes due 2017 at 'BBB-';
--$600 million 5.45% senior unsecured notes due 2021 at 'BBB-'.
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