Coventry Health Care, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

March 20, 2007 (March 15, 2007)

COVENTRY HEALTH CARE, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-16477	52-2073000

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)

(301) 581-0600
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 1.01 Entry into a Material Definitive Agreement
	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
	Item 9.01 Financial Statements and Exhibits
Ex-1.1 Underwriting Agreement
Ex-4.1 Indenture between Coventry Health Care, Inc.
Ex-4.2 Officers' Certificate pursuant to the Indenture dated March 20, 2007
Ex-4.3 Global note

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2007, Coventry Health Care, Inc. (the “Company”) completed the sale of $400 million aggregate principal amount of its 5.95% Senior Notes due 2017 (the “Notes”) at the issue price of 99.63% per Note. The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) dated March 15, 2007 among the Company, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Notes were issued pursuant to an Indenture (the “Indenture”) dated as of March 20, 2007 between the Company and The Bank of New York, as trustee.

The Notes bear interest at a rate of 5.95% per annum, payable semiannually, and mature on March 15, 2017. Upon the occurrence of an Event of Default (as defined in the Indenture), the trustee or the holders of 25% of the principal amount of the outstanding Notes may require the Company to pay all of the principal amount of the Notes and all accrued and unpaid interest thereon. The Company may redeem the Notes, in whole or part, from time to time pursuant to the “make whole” provision set forth in the Indenture. The global note representing the Notes is filed as an exhibit hereto.

The Notes were offered and sold by the Company pursuant to its automatic shelf registration statement, as defined in Rule 405 of the Securities Act of 1933, as amended, on Form S-3 (File Number 333-141313), filed with the Securities and Exchange Commission on March 15, 2007, as supplemented by the final prospectus filed with the Securities and Exchange Commission on March 16, 2007.

The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the Officers’ Certificate pursuant to the Indenture setting forth the terms of the Notes and the global note, each of which is filed as an exhibit to this report and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above with respect to the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description
	1.1	Underwriting Agreement, dated March 15, 2007, by and among Coventry Health Care, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named therein.

	4.1	Indenture between Coventry Health Care, Inc. and The Bank of New York, dated March 20, 2007.

	4.2	Officers’ Certificate pursuant to the Indenture dated March 20, 2007, setting forth the terms of the Notes.

	4.3	Global note.


COVENTRY HEALTH CARE, INC.
By:	/s/ JOHN RUHLMANN
	Name:	John Ruhlmann
	Title:	Senior Vice President, Corporate Controller

Table of Contents

Table of Contents

Table of Contents