MOST NOTEWORTHY: Concur Tech, Groupe Danone and General Motors were today's noteworthy downgrades:

• Piper downgraded shares of Concur Tech (NASDAQ: CNQR) to Neutral from Buy after transferring analyst coverage, as they believe potential upside to estimates is priced into shares while competitive concerns from American Express (NYSE: AXP) are not.
  
• Morgan Stanley downgraded shares of Groupe Danone (OTC: GDNNY) to Equal Weight from Overweight to reflect reduced visibility in the company's core business.
  
• Merrill downgraded General Motors (NYSE: GM) to Underperform from Buy citing the company's deteriorating US auto sales, resulting in a higher cash burn, which could result in a larger than expected capital raise. The firm believes GM capital raise could be in the range of $15 billion and notes that bankruptcy is "not impossible."

OTHER DOWNGRADES:

• Progenics Pharma (NASDAQ: PGNX) was lowered to Underperform from Market Perform at Friedman Billings.
  
• UAL Corp. (NASDAQ: UAUA) was cut to Neutral from Buy at Goldman.
  
• Lehman downgraded Apria Healthcare (NYSE: AHG) to Underweight from Equal Weight at Lincare Holdings (NASDAQ: LNCR) to Equal Weight from Overweight.

Apria Healthcare Group Inc. (NYSE: AHG), a home healthcare services company, has seen its shares plunge from $31.57 to $15.31 over the past year. But as of today, things got much brighter, as the shares spiked 26% to $20.

The Blackstone Group (NYSE: BX) has agreed to buy the company for $1.6 billion. Debt financing will come from Bank of America (NYSE: BAC), Wachovia (NYSE: WB) and Barclays Capital (NYSE: BCS).

Apria operates about 550 respiratory and infusion therapy facilities across the US and serves more than two million patients per year. For the latest quarter, Apria posted a 35.1% increase in revenues to $528 million (there was a nice boost from the Coram acquisition). Net income was $20.8 million.

However, Apria has had to deal with Medicare payment reductions. Although, as for Blackstone, this is something it can cope with since it will hold onto the company for a while and can restructure the Apria platform.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

The potential collapse of the $10.6 billion buyout of Huntsman Corp. (NYSE: HUN) is hardly a shock.

For one thing, rising oil prices are crushing specialty chemical makers. Another thing is that the deal was announced almost a year ago, an eternity for the closing of a merger and acquisition. The Wall Street Journal argues that private equity shop Apollo Management and its Hexcion Specialty Chemicals Inc. are making a "novel" argument to get out of the deal.

"In a complaint filed in the Delaware Court of Chancery, Hexion said Huntsman's poor financial results -- increased net debt and lower-than-expected earnings -- would render the combined company insolvent," the paper said, adding that legal experts expect Huntsman to file a countersuit. Of course, shares of Salt Lake City-based Huntsman were plunging in premarket action and will likely open much, much lower. CNBC's David Faber points out that the Huntsman deal was "held out" to be the strongest of the LBO deals. That's scary.

In a press release, Huntsman CEO Peter Huntsman said, "These actions appear to be a blatant attempt to deprive our shareholders of the benefits of the Merger Agreement that was agreed to nearly a year ago." The company added that it intends to "vigorously enforce" its rights under the merger agreement and seek to consummate the merger under the agreed upon terms.

MOST NOTEWORTHY: Equitable Resources, Allied Capital and Apria Healthcare were today's noteworthy initiations:

• RBC Capital is positive on Equitable Resources' (NYSE:EQT) Appalachian Basin exposure and valuation. Shares were started with an Outperform rating and $78 target.
  
• Morgan Keegan views Allied Capital's (NYSE:ALD) valuation and outlook as attractive, starting shares with an Outperform rating.
  Credit Suisse assumed Apria Healthcare (NYSE:AHG) with a Neutral rating and $20 target, citing the challenging Medicare backdrop.

OTHER INITIATIONS:

• Keefe Bruyette initiated Zions Bancorp (NASDAQ:ZION) with a Market Perform rating and $47 target.
  
• Thomson Reuters (NASDAQ:TRIN) was started with a Sell rating at ABN Amro.
  
• Canaccord Adams initiated Cyberonics (NASDAQ:CYBX) with a Buy rating and $20.50 target.

For many medical patients, a schedule of homecare treatments is the right thing. Those requiring intravenous medication, respiratory assistance and equipment can look to a Lake Forest, California firm for a comprehensive range of service.

Apria Healthcare Group (NYSE:AHG) provides infusion therapy, respiratory therapy and medical equipment to U.S. homecare patients, from a network of nearly 500 branches. The infusion group administers anti-infective, pain-management and chemotherapy drugs. The respiratory therapy unit provides oxygen systems, ventilators, sleep apnea equipment, nebulizers and respiratory medications. The equipment group offers patient safety items, ambulatory aids, wheelchairs and hospital beds. Apria markets its services via referrals and through contracts with managed care firms. It serves more than a million patients annually.

The company pleased investors last month, when it reported Q4 EPS of 46 cents and revenues of $391 million. Analysts had been expecting 45 cents and $385.6 million. Management also guided FY07 EPS to $1.78-$1.82 ($1.75 consensus) and FY07 revenues to $1.58-1.59 billion ($1.57B consensus). The CEO attributed success to an improved sales organization, new billing initiatives and changes in cost structures. The news kept AHG shares cycling through a positive, 20-week trading channel. The price is currently consolidating near the base of that channel, where oversold MACD, CCI, Momentum and Stochastic technical parameters suggest the potential for a rise back toward the top. Correspondence of the stock's 30-day moving average to the base of the channel backs the rebound notion.

Brokers recommend the shares with six "holds" and four "sells" The AHG P/E ratio (18.10), Price to Sales ratio (0.90), Price to Book ratio (3.31), Price to Cash Flow ratio (6.21), Price to Free Cash Flow ratio (8.75) and Return on Equity (20.33%) compare favorably with industry, sector and S&P 500 averages.

Institutions hold about 95% of the outstanding shares. The stock is one of those used to calculate the S&P 400 MidCap Index. Over the past 52 weeks, it has traded between $17.37 and $33.11. A stop-loss of $27.00 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.

MOST NOTEWORTHY: Some of today's notable downgrades were National City Corp (NCC), Aeroflex Inc (ARXX) and Compass Minerals International (CMP):

• Morgan Stanley cut National City Corp (NYSE: NCC) to Underweight from Equal-Weight with and $35 target to reflect increased losses on the company's remaining subprime loans and slower growth in the Midwest.

• AG Edwards downgraded Aeroflex Inc (NASDAQ: ARXX) to Sell from Buy to reflect the company's acquisition agreement.

• Matrix USA cut Compass Minerals Int'l (NYSE: CMP) to Strong Sell from Buy to reflect weak demand for deicing products.

OTHER DOWNGRADES:

• CIBC downgraded Pathmark Stores Inc (NASDAQ: PTMK) to Sector Perform from Outperformer based on the Great Atlantic & Pacific Tea Co (NYSE: GAP) acquisition.

• UBS cut Apria Healthcare Group Inc (NYSE: AHG) to Reduce from Neutral on valuation.

• Goldman Sachs downgraded Progressive Gaming International Corp (NASDAQ: PGIC) and Strategic Hotels & Resorts Inc (NYSE: BEE) to Sell from Neutral.

• Brean Murray cut Youbet.com (NASDAQ: UBET) to Hold from Buy based on increased competition concerns.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: FedEx Corp (FDX) and Applied Materials Inc (AMAT) were today's notable upgrades:

• Morgan Keegan upgraded FedEx Corp (NYSE: FDX) to Outperform from Market Perform. The firm said recent data indicates that the company's core business segments are well-positioned for operational improvements given current initiative; data also indicates that we may have reached a bottom in the economy and can potentially expect a soft landing.

• Applied Materials Inc (NASDAQ: AMAT) was upgraded to Buy from Hold with a $25 target at First Albany and Stanford, as they believe the company's memory cycle is better than investors may think.

OTHER UPGRADES:

• Coca-Cola Enterprises Inc (NYSE: CCE) was upgraded to Market Perform from Underperform at Bernstein because the firm no longer sees any major negative catalysts ahead.

• Apria Healthcare Group Inc (NYSE: AHG) was upgraded to Hold from Sell with a $30 target at Deutsche Bank. The firm said Apria reported a solid fourth quarter and near-term momentum was more clear.

• JP Morgan upgraded King Pharmaceuticals inc (NYSE: KG) to Neutral from Underweight on valuation and the potential of a prolonged delay of generic Skelazin.

• Citigroup upgraded Ciena Inc (NASDAQ: CIEN) to Buy from Hold, but still considers JDS Uniphase Corp (NASDAQ: JDSU) their top pick for capacity exposure.

• Jefferies raised Applebee's Int'l Inc (NASDAQ: APPB) to Hold from Underperform to reflect the company's decision to seek strategic alternatives.

• Prudential upgraded Nasdaq Stock Market Inc (NASDAQ: NDAQ) to Neutral from Underweight with a $30 target.

• JMP Securities upgraded KB Home (NYSE: KBH) to Outperform from Market Perform with a $60 target.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).