Analyst Upgrades

• Verizon (VZ), FEMSA (FMX), Vornado (VNO), Duke Realty (DRE) and AvalonBay (AVB) to buy from neutral, as well as Carnival (CCL) to conviction buy from buy, at Goldman.
• Symantec (SYMC) to buy from hold at Citigroup.
• Copano Energy (CPNO), DCP Midstream (DPM) and Inergy (NRGY) to overweight from equal weight at Morgan Stanley.
• SYNNEX (SNX) to strong buy from buy at Needham.
• Eli Lilly (LLY) to hold from sell at Hapoalim.
• World Wrestling (WWE) to buy from neutral at Roth Capital.

Analyst Upgrades

• FBR Capital upgraded Pioneer Natural (PXD) to outperform from market perform and raised its price target for shares to $85 from $60. The firm upgraded shares on expectations that returns from the company's Spraberry field will increase materially.
• Baird upgraded Acroda Therapeutics (ACOR) to outperform from neutral based on valuation and a new survey that indicates a strong uptake for Ampyra and improvements on the reimbursement front. The firm has a $40 target on the stock.
• Morgan Stanley upgraded Nokia (NOK) to overweight from underweight based on checks that indicate strong orders and less than expected discounting for its upcoming N8 smartphone.
• GlaxoSmithKline (GSK) and British American Tobacco (BTI) were upgraded to buy from neutral at BofA/Merrill.
• Quality Systems (QSII) was upgraded to outperform from market perform at William Blair.
• Siemens (SI) was upgraded to buy from neutral at UBS.

Analyst Upgrades

• FBR Capital upgraded Nike (NKE) to outperform from market perform. The firm believes the company's momentum is building following the better-than-expected Q3 report and raised its target for the stock to $84 from $67.
• Thomas Weisel upgraded Corning (GLW) to overweight from market weight, citing improving profitability and cash flow trends. The firm has a $24 price target for shares.
• Deutsche Bank upgraded Burger King (BKC) to buy from hold, citing valuation and potential positive catalysts from the bottoming of sales trends and easy comparisons. The firm raised its price target on shares to $24 from $19.
• Broadcom (BRCM) was upgraded to buy from neutral at Goldman.
• Energizer (ENR) was upgraded to overweight from neutral at JPMorgan.
• Guess (GES) was upgraded to buy from hold at Lazard Capital.

In the wake of last week's public offering of Dollar General, more IPOs are expected to be coming down the pipeline as private equity firms seek a monetary return on investments made during the boom years. Speculation is that Toys "R" Us and Dunkin' Donuts could be next.

Toys "R" Us Inc. is owned by Bain Capital, KKR, and Vornado Realty Trust (NYSE: VNO). The world's leading dedicated toy and baby products retailer was a public company from 1978 until its acquisition by the private equity consortium in July 2005 for $6.6 billion. It has more than 1,500 stores in 33 countries, and its businesses include Babies "R" Us, eToys.com, and FAO Schwarz, the latter two acquired earlier this year. Main competitors include privately owned KB Toys, as well as big-box retailers Target Corp. (NYSE: TGT) and Wal-Mart Stores Inc. (NYSE: WMT).

TheStreet.com's Jim Cramer says negativity over an impending failure should reverse, fueling a bullish move higher.

Let's say the principal worry when we left on Friday was that a million companies, many of them smaller retailers, would lose their credit over the weekend. Whatever was going to happen with CIT (NYSE: CIT) (Cramer's Take), regardless of whether you hated or liked Jeff Peek or believed they had totally blown their mandate -- I think they had -- could only be negative for the market.

Your only hope on Friday was a government rescue and all of the attendant scrutiny and derision that would accompany such a bailout.

Vornado Realty Trust (NYSE: VNO) has watched its share price get pummeled along with the rest of the commercial real estate sector. But its reasonably strong financial position has left it well-prepared to take advantage of others' weaknesses and get ready for a turnaround.

Now the company just needs some cash. Bloomberg reports that the REIT "is trying to raise $1 billion to invest in real estate assets, according to a person with knowledge of the fundraising."

Analyst upgrades:

• Baird upgraded Adtran (NASDAQ: ADTN) to Outperform from Neutral based on valuation, new product cycles, and confidence in 2H08 results.
  
• Morgan Stanley upgraded shares of Repsol (NYSE: REP) to Overweight from Equal Weight as they believe the potential sale to Sacyr Vallehermoso SA could lead to a restructuring.
  
• Stanford lifted National Oilwell Varco (NYSE: NOV) to Buy from Hold citing valuation. In addition, the firm, which set a target of $70, thinks most of the drop in commodity prices is now over.
• Ryanair (NASDAQ: RYAAY) was raised to Hold from Sell at Societe Generale.
  
• Ann Taylor (NYSE: ANN) was upgraded at Piper to Neutral from Sell.
  
• Goldman added Illinois Tool Works (NYSE: ITW) to the Conviction Buy List.

Analyst downgrades:

• Argus downgraded shares of Constellation Energy (NYSE: CEG) to Hold from Buy post-close given the volatility in the stock as they can no longer recommend CEG until concerns over its capital and liquidity are resolved. Shares were also downgraded to Hold from Buy at Citigroup.
  
• Collins Stewart downgraded Lloyds TSB Group (NYSE: LYG) to Hold from Buy following the acquisition of HBOS (OTC: HBOOY) as they expect short-term weakness in the stock.

TheStreet.com's Jim Cramer says the tech giant's earnings upside surprise should lift some gloom.

Very difficult to fathom what's going on here. No real data points, nothing really happening except emotion.

That was, until after the close (Tuesday), when we got Hewlett-Packard (NYSE: HPQ) (Cramer's Take).

Most people won't believe that HPQ is zero-sum, which in many ways it is. We will see another rally in tech a la the rally after Cisco (NASDAQ: CSCO) (Cramer's Take) blew up and then didn't blow up, because HPQ is very bellwether-ish.

I think this market was looking for a catalyst -- beyond spiking commodity prices -- and it might have caught it in this HPQ number.

MOST NOTEWORTHY: Advanced Micro Devices, Intel Corporation, Netscout Systems, Guidance Software and Nasdaq were today's noteworthy initiations:

• Morgan Stanley started shares of Advanced Micro Devices Inc (NYSE: AMD) and Intel Corporation (NASDAQ: INTC) with Underweight ratings and a $11 target and $22 target, respectively. The firm recommends selling shares of both as they expect an inventory correction and increasingly aggressive price environment.
  
• Kaufman Brothers initiated shares of Netscout Systems Inc (NASDAQ: NTCT) with a Buy rating and $13.50 target. The firm is positive on the Network General acquisition and believes successful integration as well as continued improvement in sales execution will drive shares higher.
  
• Roth Capital resumed coverage of Guidance Software Inc (NASDAQ: GUID) with a Buy rating and $15 target and said the company is the market leader for digital forensics and that new regulations have accelerated electronic discovery in the forensic market.
  
• Jefferies started shares of The Nasdaq Stock Market Inc (NASDAQ: NDAQ) with a Buy rating and $45 target and believes the company's relative underperformance over the past two years creates an attractive entry point as earnings are poised to accelerate.

OTHER INITIATIONS:

• Credit Suisse initiated the small-cap biotechnology sector, starting shares of Poniard Pharmaceuticals Inc (NASDAQ: PARD), Dyax Corp (NASDAQ: DYAX) and Dynavax Technologies Corporation (NASDAQ: DVAX) with Outperform ratings and targets of $9, $7 and $8, respectively.
  
• Broadpoint initiated Lululemon Athletica Inc (NASDAQ: LULU) with a Neutral rating.
  
• JP Morgan started shares of Vornado Realty Trust (NYSE: VNO) and Douglas Emmett Inc (NYSE: DEI) with Neutral ratings.

MOST NOTEWORTHY: CKE Restaurants (CKR), Cardinal Health (CAH), eBay (EBAY) and CA Inc (CA) topped today's noteworthy initiation list today:

• Nollenberger believes the Hardee's franchise is entering a period of accelerated growth and initiated shares of CKE Restaurants (NYSE: CKR) with a Buy rating and $27 target.

• Goldman views Cardinal Health (NYSE: CAH) as a as a high quality, focused franchise with strong fundamental outlook driven by margin expansion and improvements in non-drug wholesale businesses and restructuring efforts, reinstating its Buy rating on the company.

• American Technology initiated eBAY Inc (NASDAQ: EBAY) with a Buy rating and $43 target, believing the company is the top play on growth of U.S. e-commerce and they expect upside to numbers tonight.

• Needham believes CA Inc (NYSE: CA) Inc remains in transition as it continues to work on the repackaging of its vast product array into five solution sets and started the company with a Hold rating.

OTHER INITIATIONS:

• Lazard initiated F5 Networks Inc (NASDAQ: FFIV) with a Buy rating and $100 target.

• Citigroup started Clearwire Corp (NASDAQ: CLWR) with a Hold rating and $23 target.

• Morgan Stanley assumed coverage of Vornado RealtyTrust (NYSE: VNO) with an Equal Weight rating.

• SourceFire Inc (NASDAQ: FIRE) was initiated with a Hold rating and $12 target.

• The Wet Seal (NASDAQ: WTSLA) was initiated with an Outperform rating at Cowen.

• Roth Capital initiated shares of Vivus Inc (NASDAQ: VVUS) with a Buy rating and $15 target.

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

It's a good week for Sam Zell, who sold Equity Office Properties Trust (NYSE: EOP) for $39 billion. In all, he takes about $900 million. At age 65, he is certainly a veteran player of the real estate game.

One of his peers, Steven Roth – who is the CEO of Vornado Realty Trust (NYSE: VNO) – is 64 years old. He dropped out of the bidding for EOP because he thought the valuation was too rich.

And, today, another Old Guard real estate mogul, Mortimer Zuckerman, is taking money off the table. He is the chairman of Boston Properties Inc. (NYSE: BXP) and is 68 years old.

According to an SEC filing, he is selling roughly $75 million of his stock.

But, despite all of this, Blackstone's real estate chief, Jonathan Gray, was willing to buy EOP – which is likely to have a big impact on real estate valuations.

His age: 37.

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: Cisco Systems Inc (CSCO) and Cheesecake Factory Inc (CAKE) were today's most notable upgrades:

• Cisco Systems Inc (NASDAQ: CSCO) was upgraded at DA Davidson to Neutral from Sell with a $32 target, following better-than-expected second-quarter results.
• Piper Jaffray upgraded Cheesecake Factory Inc (NASDAQ: CAKE) from Market Perform from Underperform on valuation.

OTHER UPGRADES:

• Goldman Sachs added both Hewlett Packard Co (NYSE: HPQ) and McDonald's Corp (NYSE: MCD) to its Conviction Buy List.
• JP Morgan upgraded Quest Communications Int'l Inc (NYSE: Q) to Overweight from Neutral based on valuation.
• Citigroup upgraded Alcoa Inc (NYSE: AA) and Alcan Inc (NYSE: AL) to Buy from Hold to reflect a favorable outlook for metal prices.
• Raymond James upgraded EMC Corp (NYSE: EMC) to Outperform from Market Perform following VMware's IPO announcement.
• Wachovia upgraded Vornado Realty Trust (NYSE: VNO) to Outperform from Market Perform citing the company's withdrawal from the Equity Office Properties Trust (NYSE: EOP) bid process.
• Baird upgraded Maguire Properties Inc (NYSE: MPG) to Neutral from Underperform with a $42 target.
• Brean Murray upgraded Aeropostale Inc (NYSE: ARO) to Hold from Sell.

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

In the bidding for Equity Office Properties Trust (NYSE: EOP), there are two offers. One is from Blackstone and it is all cash. The higher bid, which is a combination of cash and stock, is from Vornado Realty Trust (NYSE: VNO).

Last week, EOP's board rejected the Vornado offer. The board was not thrilled that it would take at least three months to close the deal.

But Vornado is now making an interesting tweak: that is, the company will pay its cash faster. This is according to the Wall Street Journal.

However, it will still likely take a month, because there will be a tender offer. And, of course, the equity payment will still take at least three months, because of approvals and filings.

All in all, it's not much of a change and is likely that the EOP board will reject this offer too. But what about EOP shareholders? What might they do in this week's vote? They may actually prefer Vornado's higher bid.

In other words, the move from Vornado does look particularly savvy -- and, in fact, could force Blackstone to increase its bid yet again.

EOP's current stock price is $55.24, which is above Blackstone's all-cash offer of $54.

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: Amazon.com Inc (AMZN) and Vornado (VNO) were on today's list of most notable downgrades:

• Bear Stearns downgraded Amazon.com Inc (NASDAQ: AMZN) to Underperform from Outperform to reflect the company's margin erosion, lack of near-term earnings leverage and valuation. They note that margins declined for the fourth consecutive quarter year-over-year in Q4.

• Wachovia downgraded Vornado Realty Trust (NYSE: VNO) to Market Perform from Outperform citing the higher bid of $56 for Equity Office Properties Trust (NYSE: EOP), which increases the company's risk profile.

OTHER DOWNGRADES:

• Citigroup downgraded shares of Apache Corp (NYSE: APA) to Hold from Buy on concerns that the company's poor 2006 reserve replacement cost in the Gulf of Mexico may suggest maturing project inventory.

• JP Morgan downgraded Avid Technology Inc (NASDAQ: AVID) to Underweight from Overweight to reflect the company's weak forecasting and execution after disappointing fourth-quarter results and guidance.

• Matrix USA downgraded J.B. Hunt Transport Services (NASDAQ: JBHT) to Buy from Strong Buy on valuation.

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

In the latest proxy filing from Equity Office Properties Trust (NYSE: EOP), the company provides key reasons for accepting the latest bid from Blackstone, which is a top private equity firm.

They include: price ($54 in cash); timing (the expected close is on February 8, 2007); and the structure of the Vornado (NYSE: VNO) offer (which is a bit dicey, since part of the deal relies on the value of the company's stock).

Well, according to a report from Reuters, it looks like Vornado is not giving up. That is, a new offer may be imminent.

Currently, the stock price of EOP is at $55.23, which indicates that investors think there will be a new bid.

Then again, if Blackstone loses the deal, it will get a check for $500 million (which is the termination fee). Not bad for a losing a battle, huh?

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