MOST NOTEWORTHY: AutoNation (AN), Darden Restaurants (DRI), Rare Hospitality (RARE) and ChoicePoint (CPS) were today's noteworthy downgrades:

• Goldman cut AutoNation (NYSE: AN) to Sell from Neutral based on potential for additional earnings shortfalls. The firm does not expect a sharp rebound in shares.

• Bear Stearns downgraded Darden Restaurants (NYSE: DRI) to Peer Perform from Outperform following its acquisition of Rare Hospitality.

• Rare Hospitality (NASDAQ: RARE) was cut to Hold from Buy at Keybanc following the acquisition offer from Darden.

• ChoicePoint (NYSE: CPS) was cut to Reduce from Neutral at Suntrust, citing the difficult macro environment, which will impact revenue growth in its low-barrier commoditized non-insurance operations...

OTHER DOWNGRADES:

• Alliance Holdings (NASDAQ: AHGP) was cut to Hold from Buy at AG Edwards.

• UBS downgraded SL Green Realty (NYSE: SLG) and Boston Properties (NYSE: BXP) to Neutral from Buy.

• Morgan Stanley downgraded Countrywide Financial (NYSE: CFC) to Equal Weight from Overweight.

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

Darden (NYSE: DRI) has been actively seeking an acquisition candidate for months, and now it has one. The parent company of Olive Garden and Red Lobster has agreed to pay $1.4 billion for Rare Hospitality (NASDAQ: RARE). The acquisition will bring Longhorn Steakhouse and The Capital Grille into the Darden fold. It will give RARE shareholders a lovely 39% premium.

The deal finally gives Darden a steakhouse, something it has always lacked. Rare only has 317 owned or franchised restaurants, indicating that this is the proven concept not yet built-out that Darden had been hoping for.

Darden will pay for Rare Hospitality with cash, a new $1.2 billion senior interim credit facility and a $700 million senior revolving credit facility.

Time will tell whether Longhorn and Capital are the brands that will drive growth for Darden. The company had unsuccessfully tried to launch its own new concept, Smokey Bones, but the chain fizzled and stores were closed and the brand was sold. So Darden gave up on developing a new brand, and coughed up the cash to buy an established one.

MOST NOTEWORTHY: Specific restaurants and Autodesk (ADSK) top today's list of initiations.

• Robert W. Baird initiated coverage of Starbucks Corp. (NASDAQ:SBUX), Panera Bread Co. (NASDAQ:PNRA), Chipotle Mexican Grill, Inc. (NYSE:CMG) and Texas Roadhouse, Inc. (NASDAQ:TXRH) with Outperform ratings and P. F. Chang's China Bistro Inc (NASDAQ:PFCB) and Rare Hospitality International, Inc. (NASDAQ:RARE) with Neutral ratings.
• American Tech initiated Autodesk , Inc. (NASDAQ:ADSK) with a Buy rating and $12 target. The firm expects to see meaningful upside to 2008 consensus estimates and recommends investors to buy the stock on any pullback following Thursday's results.

OTHER INITIATIONS:

• Soleil initiated Openwave Systems, Inc. (NASDAQ:OPWV) with a Hold rating, citing unlikely outperformance due to their maturing product line and consolidating customer base.
• The Bank of America initiated F5 Networks, Inc. (NASDAQ:FFIV) with a Buy and $90 target. The firm said checks in the enterprise segment have been positive. In addition, Soleil said the company will soon enter a major product cycle with four launches.

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