How will we know when things have thawed? Everyone's looking at LIBOR and I can't blame them as that indicator of lending from one bank to another bank is crucial for the way the system is supposed to work. It's a good thermometer for certain, but I don't want it to overstay its welcome, because there are other "true" indicators out there besides just LIBOR.

I am looking at something else: takeovers. On Monday, we saw Waste Management (NYSE:WMI) pull its bid for Republic Services (NYSE:RSG) , a smart idea as WMI had dropped so precipitously despite reporting better-than-expected earnings that one had to question if it was worth doing it. More important, though, getting the money was proving to be possible, but difficult. This situation also prevailed in Altria's (NYSE: MO) buy of UST (NYSE: UST) where Goldman Sachs said, "Don't bother, wait," even though the integration of the two is crucial for Altria's growth.

Now I expect deals to be done if the banks are for real about lending.

Further, the endless margin selling has created tremendous bargains for well-capitalized companies to buy other companies that have brimming order books but are being kept down because of hedge fund redemptions. How can some company not want to buy a Trinity (NYSE:TRN), for example, which has been virtually cut in half even though both presidential candidates are pro-wind? Or how about a Foster Wheeler (NASDAQ: FWLT) or a Joy Global (NASDAQ:JOYG) or a Terex (NYSE: TEX) betting that if there is credit there will eventually be a revival?

No industry has cash flow like the tobacco industry. Making cigarettes costs very little compared to what the consumer pays. With a few plant upgrades, there is not much capital expense. Many tobacco firms have operating margins of 20%.

That made it all the more shocking that Altria Group (NYSE: MO) said it would delay buying UST Inc. (NYSE: UST) because of concerns about the credit market. Altria is considered one of the most stable large companies in the U.S. According to The Wall Street Journal (subscription required), "While attention has been focused on problems in the market for short-term loans or lending between banks, the Altria situation shows that even highly rated companies borrowing money for standard purposes such as acquisitions are having trouble getting funding."

The transaction for UST was valued at just over $10 billion, but the company had $2 billion in revenue and almost $900 million in operating income last year. The firm only has $1 billion in long-term debt.

If the Altria buyout can be scuttled by the credit crisis, any deal can be. More pending M&A transactions may be delayed or killed, even if both companies in a marriage are healthy.

Things has gotten that bad.

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

Analyst upgrades:

• Goldman upgraded shares of Novartis (NYSE: NVS) to Buy from Neutral as they believe the Alcon (NYSE: ACL) acquisition has diversified the company's business.
  
• Tyson Foods (NYSE: TSN) was upgraded to Equal Weight from Underweight on valuation.
  
• JP Morgan raised Albermarle (NYSE: ALB) to Overweight from Neutral.
  
• BMO Capital upgraded Wynn Resorts (NASDAQ: WYNN) to Outperform from Market Perform.
  
• Synovus Financial (NYSE: SNV) was lifted to Buy from Hold at Sterne Agee.

Analyst downgrades:

• Morgan Stanley downgraded Reynolds American (NYSE: RAI) to Underweight from Equal Weight based on the impact from Altria's (NYSE: MO) purchase of competitor UST (NYSE: UST), which may result in pricing pressure.
  
• Goldman downgraded AstraZeneca (NYSE: AZN) to Sell from Neutral as they believe shares do not support near-term fundamentals.
• Max Capital (NASDAQ: MXGL) was downgraded to neutral from Buy at Banc of America.
  
• AudioCodes (NASDAQ: AUDC) was lowered at Merrill to Neutral from Buy.
  
• Pinnacle Financial (NASDAQ: PNFP) was downgraded to Neutral from Outperform at Baird.

Analyst upgrades:

• Societe Generale upgraded shares of Credit Suisse (NYSE: CS) to Buy from Sell as they believe the company is the European investment bank investors should own as sentiment gradually improves.
  
• Societe Generale also raised Deutsche Bank (NYSE: DB) to Hold from Sell as they believe it has managed the credit crisis well and that the government bailout of the GSEs will improve investor sentiment.
  
• Citigroup upgraded shares of Kimberly Clark (NYSE: KMB) to Buy from Hold as they expect the company to benefit from falling materials and energy prices. The firm raised their target to $71 from $60.
• UST Inc (NYSE: UST) was lifted at Morgan Stanley to Equal Weight from Underweight.
  
• Corning (NYSE: GLW) was upgraded to Overweight from Market Weight at Thomas Weisel.

Analyst downgrades:

• Credit Suisse downgraded the U.S. Homebuilders sector to Market Weight from Overweight to reflect deteriorating traffic trends and higher valuations. In addition, the firm cut Toll Brothers (NYSE: TOL), Pulte Homes (NYSE: PHM), D.R. Horton (NYSE: DHI) and KB Home (NYSE: KBH) to Neutral from Outperform.

Stock futures jumped higher, signaling a stock markets could have a significant rally when they open this morning Monday morning. Investors were relieved the government bailed out Fannie Mae (NYSE: FNM) and Freddie Mac (NYSE: FRE), taking over the mortgage financiers giants, perhaps triggering a bottom of the credit crisis as trillions of dollars in mortgage-backed securities won't default now.

Still, Merrill Lynch analysts said Monday they believe it's still too early for investors to be overweight in financial stocks. Instead, rallies in the sector should still be used as opportunities to sell, Merrill said. The Fannie/Freddie bailout is solution to a one-off problem rather than solution of a systemic problem, it added. Indeed, it was only Friday that regulators shut down the 11th bank this year, Silver State Bank. There is no pre-market trading on FNM and FRE stocks. Analyst calls at the end.

Meanwhile, adding to positive sentiment, Altria (NYSE: MO) closed the deal talked about Friday to buy smokeless tobacco maker UST (NYSE: UST) for $11.7 billion, including the assumption of $1.3 billion in assumed debt. That's $69.50 per share in cash, which is a 29% premium to its three-month average stock price. Altria expects the acquisition to increase adjusted diluted earnings per share within twelve months of closing. Altria stock is trading 1.3% higher in pre-market trading.

And another deal is in the works as ConocoPhillips (NYSE: COP) has agreed to pay up to $8 billion for a half-share in the coal seam gas assets of Australia's Origin Energy Ltd. Origin will handle the coal seam gas production while ConocoPhillips will operate the downstream refinery.

While many sectors were mixed and while there was plenty of bad news, today was actually a win for the bulls. Unemployment flew past estimates to 6.1% to reach its highest levels since 2003 as the economy has seen roughly 600,000 jobs lost so far in 2008. While the markets traded lower initially, they came back over the course of the day as the financial stocks used bad news to buy weakness.

Below are the unofficial closing levels:
DJIA 11220.72 (+32.49)
S&P500 1242.31 (+5.48)
NASDAQ 2255.88 (-3.16)
10YR T-Note 3.66% (+0.017%)
52-Week Lows
Top Analyst Upgrades
Top Analyst Downgrades

Lehman Brothers Holdings Inc. (NYSE: LEH) shares were up 7% at $16.27 on further reports that a merger might be headed its way or that it may break off some of its risky and distressed assets. Some reports put KKR and other private equity firms being interested in investing in the company or in its assets.

The New York Times reports that Altria Group (NYSE: MO) "is in advanced talks to buy UST (NYSE: UST), the maker of the popular Skoal and Copenhagen smokeless tobacco brands, for more than $10 billion." Investors are reacting positively to the news, sending Altria shares over 1% higher.

Since spinning off Philip Morris International (NYSE: PMI) in March, Altria expected to experience sales decline. U.S. cigarette industry has been on the decline for years and Phillip Morris USA indeed saw an adjusted 3.6% drop in sales last year. The company has projected the trend will continue and cigarette sales volume to fall between 2.5% to 3% in the U.S. over the next few years. The reasons are knows: concerns about health, smoking bans and price increases. Altria has tried and failed to create its Marlboro brand smokeless tobacco products and has also pulled the plug on Marlboro Ultra Smooth, which despite using better filters didn't see higher consumer acceptance.

TheStreet.com's Jim Cramer says we're destroying huge amounts of capital, and investors are sick of it.

No big mergers and acquisitions (although my fingers are crossed about Altria (NYSE: MO) (Cramer's Take), because MO needs growth and UST's (NYSE: UST) (Cramer's Take) really good). No initial public offerings of any consequence since Visa (NYSE: V) (Cramer's Take) despite a huge queue of private-to-go-public deals. No private-equity deals despite incredibly low valuations, valuations so minuscule that deals would have been done at gigantic premiums from here and still be much less expensive than they were. No threatening stakes by swashbuckling hedge funds. No new huge buybacks or dividend boosts, save CenturyTel (NYSE: CTL) (Cramer's Take), not that anyone cared about that one.

No nothin'.

It is an amazing time. It is the first week of an admittedly almost always bad month, but that's almost always because we are up going into September and funds want to lock in good gains.

Nothing to lock in now.

UST (NYSE: UST) is recently trading at $62.80 in pre-open trading, above its close of $54. Altria Group (NYSE: MO) is close to acquiring UST in a deal worth more than $10 billion, the New York Times reported. UST September option implied volatility is at 39; October is at 35 above its 26-week average of 27 according to Track Data, suggesting larger price movement.

ScanDisk (NASDAQ: SNDK) is recently trading at $17.49 in pre-open trading, above its close of $13.46. Samsung Electronics said it is looking at various ways of tying up with SNDK. SNDK, a supplier of flash storage cards says "SNDK periodically has conversations with multiple parties, including Samsung, regarding a variety of potential business opportunities. We evaluate all of these opportunities, but maintain a policy of not commenting on market rumors or speculation," SNDK September option implied volatility of 64 is above its 26-week average of 59 according to Track Data, suggesting larger price movements.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

A wise investor never lets a perceived vice get between him and a nice profit. So no matter how you feel personally about booze and chewin' tobacco, read on.

Goldman Sachs just issued a report today upgrading UST Inc. (NYSE: UST) to a BUY. UST Inc is a holding company not just for U.S. Smokeless Tobacco Company, which makes smokeless tobacco products (that's chaw to you and me) under the Copenhagen and Skoal brand names, but also for the wine brand, Ste. Michelle Wine Estates, that produces wine under the Chateau Ste. Michelle and Columbia Crest (contributing 15% of total sales).

Sold mainly in the U.S., this is an example of a company that some people don't necessarily feel comfortable supporting -- booze and chewing tobacco. But if this doesn't offend your sensibilities, the company presents a strong buy opportunity. As Goldman's report states, the market is overestimating the level of competition -- particularly from Marlboro --in smokeless tobacco, where UST makes the majority of its profit.

MOST NOTEWORTHY: Lincare Holdings, Gentiva Health, Five Star Quality Care, Arris and U.S. Steel Group were today's noteworthy upgrades:

• Jefferies upgraded shares of Lincare Holdings (NASDAQ: LNCR) to Buy from Hold on valuation as they now believe the likelihood that Congress could severely cut Medicare oxygen reimbursement this year is priced into shares.
  
• Jefferies also upgraded Gentiva Health (NASDAQ: GTIV) to Buy from Hold on valuation, as they believe the recent sell-off is overdone.
  
• RBC Capital raised Five Star Quality Care (AMEX: FVE) to Outperform from Sector Perform, as they believe the company's Q3 report could be better than expected and that census and outlook are improving.
  
• CIBC upgraded shares of Arris Group (NASDAQ: ARRS) to Sector Outperformer from Sector Performer on valuation as they believe the weakness in the stock is overdone.
  
• Deutsche Bank upgraded shares of U.S. Steel (NYSE: X) to Buy from Hold, as they expect the company to be a major beneficiary of rising raw material costs. Further, Deutsche thinks Lone Star and Stelco will be catalysts for earnings growth in 2008.

OTHER UPGRADES:

• VeraSun Energy Corporation (NYSE: VSE) was upgraded to Overweight from Equal Weight at Morgan Stanley.
  
• UST Inc (NYSE: UST) was upgraded to Buy from Neutral at Goldman.
  
• JP Morgan upgraded BASF AG (OTC: BASFY) to Overweight from Neutral.
  
• Avondale Partners upgraded Polaris Industries (NYSE: PII) to Market Outperform from Market Perform.

MOST NOTEWORTHY: Universal Electronics Inc (NASDAQ: UEIC), UST Inc (NYSE: UST) and Johnson & Johnson (NYSE: JNJ) were today's noteworthy upgrades:

• Universal Electronics was upgraded to Buy from Hold at Hambrecht on expectations of solid results based upon favorable secular industry trends, new product introductions, and trends at its OEM customers. The firm expects the stock to appreciate the remainder of the year.
• UBS upgraded shares of UST to Buy from Neutral, as the firm believes the company will benefit from Altria Group Inc's (NYSE: MO) new smokeless tobacco product Snus. The firm believes the new product will increase smokeless tobacco awareness and has low overlap with UST's moist smokeless tobacco.
• Johnson & Johnson was upgraded to Neutral from Underperform at Credit Suisse on valuation and slightly lowered investor expectations; the firm still believes 2008 consensus estimates are too high.

OTHER UPGRADES:

• Campbell Soup Company (NYSE: CPB) was upgraded to Buy from Hold at Matrix, which believes sales are boosted by increasing demand for lower sodium soups and healthy beverages.
• JMP Securities upgraded shares of ChoicePoint Inc (NYSE: CPS) to Market Outperform from Market Perform.
• Cowen upgraded shares of SAIC, Inc (NYSE: SAI) to Outperform from Neutral based on valuation and growth opportunities.

MOST NOTEWORTHY: Today's most noteworthy downgrades included Armor Holdings, Inc (AH), Alcan Inc (AL), Advance Auto Parts, Inc (AAP) and Reuters Group PLC (RTRSY):

• Armor Holdings Inc (NYSE: AH) was downgraded to Neutral from Overweight at JP Morgan based on the news that the company will be sold to BAE Systems PLC (BAESY) for $88 a share in cash. The firm expects the deal to close with no higher offers. Bear Stearns cut Armor Holdings to Peer Perform from Outperform and Friedman Billings cut shares of the vehicle armorer to Market Perform from Outperform.

• Alcan Inc (NYSE: AL) was cut to Neutral from Buy at Bank of America and DA Davidson following the Alcoa (AA) bid.

• Baird cut Advance Auto Parts (NYSE: AAP) to Neutral from Outperform following CEO Michael Coppola's resignation. Kevin Dann downgraded Advance to Hold from Buy to reflect an increased level of uncertainty following Mr. Coppola's departure.

• Lehman Brothers downgraded Reuters Group (NASDAQ: RTRSY) to Equal Weight from Overweight pending further information on the Thompson Corp (TOC) bid; Credit Suisse cut shares to Neutral from Outperform and Deutsche Bank cut shares to Hold from Buy.

OTHER DOWNGRADES:

• Matrix downgraded UST Inc (NYSE: UST) to Sell from Hold.

• Needham cut Entegris, Inc (NASDAQ: ENTG) to Hold from Buy.

• UBS downgraded shares of Golden Star Resources (AMEX: GSS) to Reduce from Neutral.

• Wachovia cut Rowan Cos (NYSE: RDC) to Market Perform from Outperform.

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