MOST NOTEWORTHY: National City, Syntax Brillian and Medco Health were today's noteworthy upgrades:

• Deutsche Bank upgraded shares of National City (NYSE: NCC) to Buy from Sell on valuation as they believe their $9.00 target is in-line with the company's franchise value.
  
• Baird upgraded Syntax Brillian (NASDAQ: BRLC) to Outperform from Neutral based on recently announced strategic initiatives and valuation.
  
• Jefferies upgraded shares of Medco Health (NYSE: MHS) to Buy from Hold as they believe the company's renewed PBM contract with United Healthcare (NYSE: UNH) removes a major overhang.

OTHER UPGRADES:

• Friedman Billings raised Downey Financial (NYSE: DSL) to Market Perform from Underperform.
  
• Volterra (VNASDAQ: LTR) was raised to Buy from Neutral at Piper.
  
• Alliance Data (NYSE: ADS) was raised at JP Morgan to Overweight from Neutral.

Alliance Data Systems (NYSE: ADS) seems ready to fight its buy-out dispute with Blackstone Group (NYSE: BX) all they way to the Supreme Count. But, it gave up the ghost, perhaps thinking that, even if it won the action, it would takes years and cause management distractions.

The original buy-out deal was for $6.76 billion or $81.75 a share. The stock now trades at $52.84. According to Reuters, ADS has now sued Blackstone for a much more modest "$170 million business interruption payment." The two companies had looked at compromises to keep the deal on track, but nothing works.

The news is not only a victory for Blackstone. It shows that private equity firms can walk away from many of the deals that they made in early 2006. Weak credit markets are the cause of breaking the deals because they have driven higher interest rates and an economy that could hurt profits at the businesses they planned to buy.

None of that states the core of the new reality, which is that financial buyers can take whatever promises they made and throw them out the window. No matter what they said, they can claim no obligations. It is an ethical collapse just as much as it is a financial one.

Douglas A. McIntyre is an editor at 247wallst.com.

Sallie Mae (NYSE: SLM) is up 6% on news of a $31 billion financing supported by major banks.

Alliance Data (NYSE: ADS) is down 41% on news that its buy-out by Blackstone (NYSE: BX) could fall apart.

Shares in Restoration Hardware (NASDAQ: RSTO) are trading up 6% on news that a private equity offer for the company is likely to close.

Corning (NYSE: GLW) is up over 5% on better than expected earnings.

McDonald's (NYSE: MCD) is down almost 3% despite good 4th quarter earnings.

Stocks may trade differently in the pre-market than they do in the regular session.

Douglas A. McIntyre is an editor at 247wallst.com.

Someone had to put together a list of LBOs that may fall apart because the stock markets are down. Leave it to the editors of The Wall Street Journal.

Making the hit list are Clear Channel (NYSE: CCU), Alliance Data (NYSE: ADS) and BCE (NYSE: BCE).

The newspaper is stating the obvious. The market already knows the deals are unlikely to close. BCE shares trade at $34, down from a 52-week high of $44.59.

The by-products of these problems are two-fold. The first is that LBO firms have obligations to close some of these deals. That means that break-up fees or lawsuits may be on the way. Boards at these companies may have little choice if their shareholders are billions of dollars underwater.

The other factor is that trust in LBO firms will probably fall to all-time lows with public companies. Whatever happened to the "our word is our bond" stuff?

Douglas A. McIntyre is an editor at 247wallst.com.

Jim Cramer came onto MAD MONEY tonight saying he thinks that Total Systems Services Inc. (NYSE: TSS) is one that can be taken over next in a sector and $40 would be a fair price based on Alliance Data prices. Synovus Financial Corp. (NYSE: SNV) is the parent and Third Point is now being an activist investor. The earnings growth of 18% is reason enough to own this. Cramer did note that he is concerned that Automatic Data Processing Inc. (NYSE: ADP) might be acquired first.

Before you trust Cramer, there are some other instances to look at: Alliance Data Systems (NYSE: ADS) was just acquired, First Data Corp. (NYSE: FDC) is going private, and even Bisys Group Inc. (NYSE: BSG) got gobbled up. Keep in mind that some of the premiums in this sector have been small. ADS was nearly a 20% stock jump, but BSG was a horrible low-premium buyout. In making any "buyout projections" you really need to make sure that these stocks are ones you want to own on your own. Picking a company for a buyout just "for the speculation of a buyout" is a strategy that can be more than painful regardless of how nutty private equity deals get.

MOST NOTEWORTHY: Tenet Healthcare Corp (THC), Furniture Brands International, Inc (FBN), Sepracor Inc (SEPR), ValueClick, Inc (VCLK) and Altria Group, Inc (MO) were today's noteworthy downgrades:

• Bear Stearns downgraded shares of Tenet Healthcare (NYSE: THC) to Underperform from Peer Peform citing difficulties in California and weak margins.

• Stifel downgraded Furniture Brands (NYSE: FBN) to Sell from Hold citing concerns regarding continued weakness in the housing industry.

• Summer Street downgraded Sepracor (NASDAQ: SEPR) to Sell from Neutral after the HCPCS website indicated Xopenex and Albuterol will have the same code as of July 1.The firm believes this eliminates the optimistic scenarios that Sepracor can garner a minimal-or-no-reimbursement cut.

• RBC downgraded shares of ValueClick (NASDAQ: VCLK) to Underperform from Sector Perform as the firm believes the FTC letter poses a risk to earnings and that the company is unlikely to be acquired.

• Matrix downgraded Altria Group (NYSE: MO) to Buy from Strong Buy to reflect decreasing cigarette sales and increasing valuation...

OTHER DOWNGRADES:

• American Technology cut Autodesk, Inc (NASDAQ: ADSK) to Neutral from Buy.

• Matrix downgraded Fluor Corp (NYSE: FLR) to Sell from Buy.

• Jackson Hewitt Tax Service (NYSE: JTX) was cut to Market Perform from Outperform at William Blair.

• Baird sent Alliance Data Systems Corp (NYSE: ADS) to Neutral from Outperform.

• Roth Capital downgraded shares of Sonic Solutions (NASDAQ: SNIC) to Hold from Buy.

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