TEXT-S&P keeps Amerigroup Corp on watch positive


-- WellPoint's acquisition of Amerigroup will likely close by year-end2012.

-- We are keeping our 'BB+' counterparty credit rating on Amerigroup onCreditWatch Positive.

-- We could raise the rating by up to four notches to be consistent withour rating on WellPoint Inc.

Rating ActionOn Oct. 9, 2012, Standard & Poor's Ratings Services said that its 'BB+'long-term counterparty credit rating on Amerigroup Corp.

(AGP) remainson CreditWatch with positive implications where it was initially placed July 9,2012, following WellPoint Inc.'s

announcement that it has entered intoan agreement to acquire Amerigroup.


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


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

Related Criteria And Research

-- WellPoint Outlook Revised To Positive From Stable, Rating Affirmed OnAnnounced Amerigroup Acquisition, July 9, 2012

-- Use Of CreditWatch And Outlooks, Sept. 14, 2009

Ratings ListRatings Remain On CreditWatchAmerigroup Corp.Counterparty Credit RatingLocal Currency BB+/Watch Pos/--Senior Unsecured BB+/Watch Pos

Complete ratings information is available to subscribers of RatingsDirect onthe Global Credit Portal at

. All ratings referencedherein can be found on Standard & Poor's public Web site at. Use the Ratings search box located in the leftcolumn.(New York Ratings Team)

((e-mail: pam.niimi@thomsonreuters.com; Reuters Messaging:pam.niimi.reuters.com@reuters.net; Tel:1-646-223-6330;))