Analyst upgrades:

• Citigroup upgraded Lennar (NYSE: LEN) to Buy from Hold as it believes the company's near-term liquidity profile is improved following the $400M debt issuance. The firm raised its target price to $12 from $11.
• Jefferies upgraded Rowan Companies (NYSE: RDC) to Buy from Hold as it believes jack-up drillers will continue to outperform deepwater names. The firm raised its target price to $27 from $20.
• Keefe Bruyette upgraded First Financial (NASDAQ: FFIN) to Market Perform from Underperform to reflect more positive loan data for the Texas banks. The firm raised its target price on shares to $44 from $38.
• MGM Mirage (NYSE: MGM) was upgraded to Overweight from Neutral at JP Morgan.
• Morgan Stanley (NYSE: MS) was upgraded to Outperform from Market Perform at JMP Securities.
• Brinker (NYSE: EAT) was upgraded to Overweight from Equal Weight at Barclays.

A mixed day in many stocks, though this actually worked out to be an acceptable day despite the end of day selling that took away many of the gains. To show how the markets were mixed continually, the S&P 500 Index closed up marginally for May while the DJIA closed slightly down for the month. We also saw income and spending fall, although the numbers weren't quite as bad as expectations. This was also when the University of Michigan gave the crummiest reading in 28 years. Here are the unofficial closing bell levels:

• DJIA 12,619.92 (-26.30)
• S&P500 1,398.97 (+0.92)
• NASDAQ 2,522.66 (+14.34)
• 52-WEEK LOWS
• Top 10 Analyst Calls
• Oil & Gas Upgrades/Downgrades

Anheuser-Busch Companies Inc. (NYSE: BUD) saw highly unusual options activity and strong equity trading as more speculators believe a deal with Belgium's InBev may be imminent. Shares rose almost 2% and were up at $57.58 in the final minutes of the day.

J.Crew Group, Inc. (NYSE: JCG) announced that one of its major shareholders would sell roughly 9 million shares of its common stock at $37.81 per share. The reason? Its private equity investor, Texas Pacific Group, is continuing to cash-out its position. The sale will not directly benefit J. Crew.

No doubt, J. Crew has had a strong performance lately, with same-store sales growth of 8.5% during the Christmas season.

All in all, it's been a smart deal for Texas Pacific Group, which apparently has made about a 7X return on its investment. (This is according to a story in TheDeal.com [subscription].) It certainly helped that J. Crew hired Millard Drexler, who once served as the CEO of Gap (NYSE: GPS).

But this deal was not a quick flip for Texas Pacific Group. It took a lot of work and was a nine year process.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

The New York Times has an excellent article on the growing allure of private equity for CEOs. Basically, top-notch corporate executives are seeing more opportunity for huge paydays running companies that have been bought out.

That was the case with David Calhoun, who was the vice chairman of GE. Last year, he took the post as CEO of VNU, which went private in a $11.1 billion transaction.

Why this shift toward privately owned companies? First of all, the regulations for running a public company are much more rigorous because of Sarbanes-Oxley. Also, a privately-run business has the advantage of not dealing with the quarter-by-quarter demands of Wall Street.

But probably the biggest reason is money. Keep in mind that a CEO can get about 5% to 10% of the equity in a company that is backed by private equity. And as the debt is paid down, the equity percentage will also increase.

In other words, there could be some massive paydays. Who knows, it may even make Home Depot's former CEO Robert L. Nardelli's pay package of $210 million look like chump change.

For example, Millard S. Drexler came on board J. Crew after its buyout. Because of its recent IPO, he now has a nest egg of more than $300 million.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

On tonight's MAD MONEY on CNBC, host Jim Cramer continued his theme that the market is heading higher. He said this was another bear-lashing day. Cramer said there is some enthusiasm that can be attacked.

He wants to play it heartless, but he wants to discuss J.Crew Group Inc. (NYSE:JCG) after it spiked from the $43 level. It closed down under $40 today and now he wants to pull the trigger and be a buyer for 1/4 to 1/2 of a position. He feel that it could trade lower as the lock-up coming on December 27 will expire. He said if it sells off into the lock-up, then you can buy the rest, and that is why you can wait. This is a company that beat estimates in its first quarter and it should continue to outperform. Cramer also likes Mickey Drexler, the one running it. Cramer said it is priced aggressively, so you have to wait for pullbacks, but the estimates are too low from Wall Street analysts.