There has been lots of private equity interest in the health care sector. Some of the notable deals include the buyouts of HCA and Triad.

The latest deal comes from the Texas Pacific Group (TPG). The firm has agreed to pay $945 million for the Surgery Division of HealthSouth Corp. (NYSE: HLS). The division has 139 outpatient surgery centers and three surgical hospitals across 35 states [revenues were not disclosed].

Interestingly enough, HLS will keep an equity sliver worth about $25 million to $30 million.

Basically, it's a sign that HLS sees potential in the division – but it also must deal with restructuring its operations. Might as well allow TPG to use its magic on the division, huh?

In fact, the deal will go a long way in paying down HLS's debt load.

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

MOST NOTEWORTHY: Wendy's International Inc (WEN) and NOVA Chemicals Corp (NCX) were today's most notable downgrades:

• Matrix USA downgraded shares of fast-food restaurant Wendy's International Inc (NYSE: WEN) to Sell from Hold to reflect the company's slowing revenues, increasing expenses and valuation.

• CIBC downgraded NOVA Chemicals Corp (NYSE: NCX) to Sector Underperformer from Sector Performer, lowering their target to $27.50 from $31 as they believe margins will be squeezed in 2008 once Middle Eastern supply begins to impact export markets.

OTHER DOWNGRADES:

• Following the company's lower guidance, UBS downgraded National Semiconductor Corp (NYSE: NSM) to Neutral from Buy with a $25 target, while Citigroup downgraded National Semi to Hold from Buy with a $27 target.

• Recent strength in Royal Caribbean Cruises Ltd (NYSE: RCL) forced Bank of America to remove it from their Top Pick list.

• Jefferies downgraded shares of Triad Hospitals Inc (NYSE: TRI) to Hold from Buy pending the buyout.

• JP Morgan downgraded shares of Altiris Inc (NASDAQ: ATRS) to Neutral from Outperform based on the Symantec (SYMC) acquisition.

• Thomas Weisel downgraded Medimmune Inc (NASDAQ: MEDI) to Market Perform from Outperform on valuation.

• Matrix USA downgraded Secure Computing Corp (NASDAQ: SCUR) to Sell from Buy on valuation.

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

MOST NOTEWORTHY: Lear Corp (LEA) and Tellabs Inc (TLAB) were today's most notable upgrades:

• Lear Corp (NYSE: LEA) was upgraded to Neutral from Underperform at Credit Suisse following the $2.31B cash bid from Carl Icahn.

• Merrill Lynch upgraded Tellabs Inc (NASDAQ: TLAB) to Buy from Neutral, citing expectations for an improvement in cross-connect demand and margins; the firm expects Tellabs to benefit from AT&T's (NYSE: T) new broadband initiatives, a demand recovery at Cingular, T-Mobile 3G deployment plans and an increase in Sprint/Nextel (NYSE: S) base stations.

OTHER UPGRADES:

• JP Morgan upgraded Nvidia Corp (NASDAQ: NVDA) to Overweight from Neutral based on expectations for gross margin upside to be driven by improved unit costs and market share gains in the notebook segment.

• Raymond James upgraded shares of AirTran Holdings Inc (NYSE: AAI) to Outperform from Market Perform with a $14 target.

• CIBC upgraded Kronos Inc (NASDAQ: KRON) to Sector Outperformer from Sector Perform, with a $46 target, as they find valuation attractive at current levels given their increasing confidence operations are improving.

• State Street Corp (NYSE: STT) was upgraded to Equal Weight from Underweight at Morgan Stanley following the news of the Investors Financial Services Corp (NASDAQ: IFIN) acquisition.

• Triad Hospitals Inc (NYSE: TRI) was upgraded to Neutral from Sell at Bank of America.

• Overstock.com Inc (NASDAQ: OSTK) was upgraded to Neural from Sell at First Albany, as the worst is already reflected in the stock's valuation.

• Matrix USA upgraded Estee Lauder Co Inc (NYSE: EL) to Hold from Sell based on fundamental trends.

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

On Stop Trading! on CNBC (2.40 p.m. Eastern): Cramer is angry, Very. He doesn't like that Deutsche Bank put a "sell" rating on Chevron Corporation (NYSE:CVX), which is his favorite Big Oil. Cramer is bullish on commodity and likes dividend. CVX trades at just nine times earnings and earns a solid dividend.

Clearly, Cramer likes Chevron and wouldn't sell it. Yes, he says it's one of the least efficient operators, but it also has a lot of "upside."

Some other comments he made on the show:

Triad Hospitals Inc. (NYSE:TRI): He talked about it on Jan 19, and Deutsche Bank liked it. Turned out to be a home run. It may not be done going up. Universal Health could go up.

Lehman says LOB of Nabor (NYSE:NBR) is not an LBO. Should not be up now, results are poor.

CEO of Halliburton Company (NYSE:HAL) is upset about stock. The stock will have its day.

Douglas A. McIntyre is a partner at 24/7 Wall St.

Volatility Index S&P 500 Options-VIX was down .44 to 10.41.

Triad Hospitals (NYSE:TRI) option implied volatility and volume was elevated on an expected event. Triad has been frequently mentioned as a leveraged buyout target over the last nine months. Bank of America Corporation (NYSE:BAC) said they were "converging toward a binary event." Bank of America added "our ear on the ground' suggests the company is indeed entertaining potential buyers." Alex Brown said "reiterate Buy on potential near-term catalyst." Triad reported 2005 annual revenue of $4.7 billion. Triad has a market cap of $3.68 billion with long term debt $1.6 billion. Triad's call option volume of 21,413 contracts compares to put volume of 12,344 contracts. Triad's February option implied volatility of 41 is above its 26-week average of 27 according to Track Data, suggesting increasing fluctuations.

Option volume leaders today were: Microsoft (NASDAQ: MSFT), Apple Computer (NASDAQ: AAPL), IBM (NYSE: IBM) and Google (NASDAQ: GOOG).

Note: The Daily Option Update is provided by Options Specialist Paul Foster of Theflyonthewall.com.

On today's STOP TRADING! segment on CNBC, Cramer noted General Electric (NYSE:GE) down 2.4% because of no more acquisitions today actually makes the stock more valuable. He said that there was talk it would try to do the biggest deal ever, but CEO Immelt stopped that today. Textron, Inc. (NYSE:TXT) and United Technologies, Corp. (NYSE:UTX) are having a hard time getting premium multiples too.

On Citigroup Inc.(NYSE:C), Cramer said that a 3% profit growth lags in comparison and he likes others better. He thinks Citigroup is up on hype and he doesn't want to chase it. Prince is still one of the 10 CEO's that needs to go.

On Triad Hospitals, Inc. (NYSE:TRI), he thinks there is no reason for a research call out of Deutsche Bank saying that there will be an LBO next week if there wasn't a deal really brewing. TRI shares are up 5% at $42.50 on this today.