E*Trade (NASDAQ: ETFC) is naming its chairman, former JPMorgan (NYSE: JPM) vice-chairman Donald Layton, to be the company's new CEO.

The stock was trading up more than 5% on the news earlier, probably because of speculation of a possible sale. The Wall Street Journal reported [subscription required] that "E*Trade and Citadel have discussed the possibility of trying to find a buyer for the home-equity portfolio, which would lift a tremendous burden off E*Trade and could pave the way for a sale of the entire company, according to people familiar with the matter."

But Mr. Layton told the Journal that selling the home-equity portfolio is not an option right now.

I think investors should, as always, be extremely cautious about buying shares in the company on takeover speculation. E*Trade's woes -- and declining share price -- are hardly an unknown entity given its status as a poster child of subprime stupidity. The fact that Ameritrade (NASDAQ: AMTD) and other well-capitalized competitors, which had expressed interest in acquiring E*Trade before its precipitous decline in value aren't stepping up with an offer, tells me all I need to know: there's really no reason to think a deal is coming any time soon.

As we read of writedowns, impending bankruptcies, and the faltering U.S. consumer, it's interesting to get a glimpse at the players behind this whole snafu.

The Wall Street Journal published an article today about Magnetar Capital, a fund started by a star trader from Citadel Investment Group. Magnetar was a key player in the structuring of CDOs, or collateralized debt obligations. Magnetar acted as a "lynch-pin investor" in over $30 billion of these syndicated bundles of subprime mortgages and derivatives, according to the article.

In spite of the losses being racked up on Wall Street, the fund, with about $9 billion in assets, made about 25% returns last year.

According to the article, "Magnetar swooped in on securities that it believed could become troubled but were paying big returns. CDOs are sliced based on risk, with the riskiest pieces having the highest yield but the greatest chance of losing value." Magnetar concentrated its trading on these riskiest pieces.

MAJOR PAPERS:

• The Wall Street Journal reported that in a list released last night by the FCC, Google Inc (NASDAQ: GOOG), Cablevision Systems Corporation (NYSE: CVC) and other "nontraditional" players are set to compete against more traditional wireless companies like Qualcomm Incorporated (NASDAQ: QCOM) and MetroPCS Communications Inc (NYSE: PCS) in the federal government's spectrum auction next month.

OTHER PAPERS:

• Banks that include Merrill Lynch & Co Inc (NYSE: MER) and The Bear Stearns Companies Inc (NYSE: BSC) are reportedly in talks to help bail out struggling bond insurer ACA Capital Holdings, which lost $1B in the most recent quarter, according to two people briefed on the situation and reported by the New York Times; ACA Capital has guaranteed $26B in mortgage securities.
• Executives at Tribune Company (NYSE: TRB) were faced with last-minute questioning from bankers that were reluctant to fund the final portion of the $8.2B deal to take the company private, according to sources close to the company, the Chicago Tribune reported.

WEB SITES:

• Barron's Online's "Inside Scoop" reported that analysts are not convinced that the deal with Citadel is enough to save E*Trade Financial Corporation (NASDAQ: ETFC), as it does not eliminate E*Trade's $12.4B second-lien mortgage exposure, and the company could potentially face further customer attrition, which many think will continue to pressure the shares.

Legally, E*Trade (NASDAQ: ETFC)'s press release announcing its deal with Citadel might have been fine.

But according to Fortune's Colin Barr, the 8-K detailing the transaction makes it sound a lot less appealing. Barr writes, "One reason the Citadel deal initially appeared so bullish for E*Trade was that Citadel was taking big, apparently unhedged, debt and equity stakes in the struggling online financial company -- seemingly betting that it could oversee a recovery in the company's fortunes."

But the reality is that much of the debt Citadel bought could become more senior than the other senior debt in the event of a bankruptcy.

This looks a little bit like the infusion that Countrywide Financial (NYSE: CFC) got from Bank of America (NYSE: BAC). The $2 billion investment gave Countrywide notes paying a 7.25% interest rate to Bank of America and providing the bank an option to purchase Countrywide shares at $18 -- 41% below their their market price back then (of course, the infusion has, long-term, done little to stop the bleeding: Countrywide now trades at just $10.42 per share.

The point is that hedge funds and banks, usually (Merrill Lynch (NYSE: MER) says hi) don't dole out money with pathological stupidity. Citadel invested as a vulture, and got a great deal by preying on E*Trade's desperation and fear of bankruptcy.

There's nothing wrong with that, but it's hardly bullish for E*Trade.

A good rule of the thumb for investors is not to own shares in desperate companies. Desperate companies do desperate things, and acts of desperation are often detrimental to the creation of shareholder value.

Less than a week after selling $3 billion worth of asset-backed securities for about 30 cents on the dollar, E*Trade (NASDAQ: ETFC) is hiking the yields on its savings account and short-term CDs. According to The Wall Street Journal, "For savers, E*Trade's move presents an opportunity to take advantage of rates that are among the highest available on short-term deposit accounts and are several percentage points above national averages."

And now, ladies and gentleman, the greatest PR spin of the month, courtesy of Jarrett Lilien, E*Trade's acting chief executive. She told the Journal that "it was a great opportunity to give a thank you to our loyal customers in the face of a difficult time like the last couple of weeks".

Right -- but what about the shareholders who will see the higher rates paid right out of what's left of E*Trade's equity?

Today's news of E*Trade(NASDAQ:ETFC) receiving a $2.5 billion cash infusion as part of selling off its $3 billion asset-backed securities (ABS) portfolio, including its ABS collateralized debt obligations (CDOs) and second lien securities to Citadel Investment Group, is bound to the talk of Wall Street. As usual there are two big winners and one big loser.

The winners:

Citadel scores big-time getting the $3 billion ABS business for about $0.30 on the dollar. I can only imagine how much money it is going to make on that deal. Once the dust clears from the whole subprime mess, and credit markets calm, this portfolio will skyrocket in value and Citadel will laugh all the way to the bank.

Mitch Caplan, the CEO who gets to go home with a huge package. Glad to see the man who oversaw this whole mess is going to walk away with millions.

According to The Wall Street Journal "E*Trade Financial (NASDAQ: ETFC), which is ensnared in the mortgage crisis, is getting a $2.55 billion cash infusion from Citadel Investment Group."

Citadel will "purchase E*Trade's entire $3 billion portfolio of asset-backed securities for a value of around $800 million." The balance of the money will go in as 10-year notes with a 12.5% interest rate. Citadel will end up owning 20% of the company and have a seat on the board.

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

MOST NOTEWORTHY: Expedia (EXPE), YRC Worldwide (YRCW), Fiserv (FISV), and select radio stocks were today's noteworthy upgrades:

• JP Morgan upgraded Expedia (NASDAQ: EXPE) to Overweight from Neutral on expectations for U.S. bookings growth and margin stabilization.

• YRC Worldwide (NASDAQ: YRCW) was raised to Neutral from Underperform based on valuation.

• Fiserv (NASDAQ: FISV) was upgraded to Sector Outperformer from Sector Performer at CIBC following the CheckFree (CKFR) acquisition.

• Banc of America upgraded Citadel Broadcasting (NYSE: CDL), Cox Radio (NYSE: CXR) and Entercom Comm (NYSE: ETM) to Neutral from Sell as they believe it is time to cover short positions with the expected Q3 weakness likely priced into shares. They caution that this upgrade is not a buy signal as downside risk remains...

OTHER UPGRADES:

• Wachovia upgraded Cabela's (NYSE: CAB) and KBR Inc (NYSE: KBR) to Outperform from Market Perform.

• Baird raised Lear (NYSE: LEA) To Outperform from Neutral.

• Nokia (NYSE: NOK) was upgraded to Outperform from Neutral at Credit Suisse.

• Pacific Crest upgraded shares of eBay (NASDAQ: EBAY) to Outperform from Sector Perform.

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

MOST NOTEWORTHY: US Airways (LCC), Cigna Corp (CI), Gentex Corp (GNTX) and China Life Insurance (LFC) were today's more noteworthy upgrades:

• UBS upgraded US Airways (NYSE: LCC) to Neutral from Reduce based on valuation.

• Cigna Corp (NYSE: CI) was upgraded to Neutral from Sell at Banc of America to reflect the company's market share gains and share buybacks.

• Banc of America also raised Gentex Corp (NASDAQ: GNTX) to Buy from Neutral to reflect increased penetration of the company's new rear-camera display product.

• Deutsche Bank upgraded shares of China Life Insurance (NYSE: LFC) to Hold from Sell on valuation and the continued strong equity markets...

OTHER UPGRADES:

• Morgan Stanley raised DirecTV Group (NYSE: DTV) to Overweight from Equal Weight.

• Citigroup upgraded Sempra Energy (NYSE: SRE) to Buy from Hold.

• Acorda Therapeutics (NASDAQ: ACOR) was upgraded to Buy from Neutral at Banc of America.

• Merrill Lynch raised Citadel Broadcasting Corp's (NYSE: CDL) rating to Buy from Neutral.

• CyberSource Corp (NASDAQ: CYBS) was upgraded to Buy from Accumulate at ThinkEquity.

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

To the tune of just $12.5 million, the Federal Communications Commission on Friday wagged a white-gloved finger at four top radio broadcasters -- Clear Channel Communications Inc. (NYSE: CCU), CBS Radio (NYSE: CBS) (not CBS's best week), Entercom Communications Corp. (NYSE: ETM) and Citadel Broadcasting Corp. (NYSE: CDL) -- resolving a two-year payola investigation. "A breakthrough and a milestone" in the war on payola, FCC Commissioner Jonathan Adelstein called the settlement.

The FCC's longstanding regulations don't actually prohibit the pay-for-play system, they merely require its disclosure at the time of broadcast. Said Adelstein, "These rules are based on the basic principle that listeners and viewers are entitled to know who is seeking to persuade them so they can make up their own minds about the content."

Such a principle is hardly "basic," and ignorance of sponsorship gives no pass to indiscriminating radio listeners. Marketing pays our fare at every turn; we've become resigned to the notion that behind every song we hear, every TV image we view, every word we read (including these), a dollar sign usually lies quietly. The trick to Adelstein's basic principle is not in knowing who's paying the piper -- or who the piper's paying, in this case -- but in quieting one's cynicism enough to hear the music.

Last week, Citadel Investment Group sold one of the first ever unsecured bond offering issued by a hedge fund, according to Barron's magazine (subscription required). Citadel raised $500 million.

Apparently, Citadel will offer a total of $ 2.0 billion in unsecured bonds. A co-founder of Hennessee Group, a professional hedge-fund cheerleader, called the move "brilliant." The cheerleader further commented that it is cheaper than raising capital from limited partners.

The issue got a triple-B rating from Fitch and the deal was two times oversubscribed.

According to this Fly, this has all the warning signs of a disaster waiting to happen. Does Citadel now take all that leverage and borrow more from its prime broker, borrowing more against its already leveraged balance sheet?

This sounds similar to the mortgage and housing bubble which is currently unwinding. The housing bubble hit peak valuations when lenders were willing to lend at full value or in excess of the full value of the underlying real estate, requiring no equity investment.

In Citadel's case, why raise equity capital from limited partners when you can go out and borrow it? Who needs equity? Good luck bondholders.