Despite all the rumors, the $24.7 billion buyout of Alltel (NYSE: AT) got done. With the credit crunch and botched deals, the stock definitely showed volatility. But, the private equity folks at Texas Pacific Group and Goldman Sachs (NYSE: GS) certainly didn't lose interest in the company. The stock price on the transaction was $71.50.

No doubt, Alltel made some key strategic moves to make itself attractive to private equity sponsors. Perhaps the most important initiative was the spin-off of its wireline business in 2006. Basically, this provided more focus for the company.

To get some more perspective on the deal, I checked out the proxy disclosures. Alltel took the approach of a quicker auction – so as to minimize leaks as well as try to get a better valuation.

Alltel had its financial advisors put together a summary LBO (leverage buyout) analysis. The estimates ranged from $59.75 to $70.50. This assumed that the company could fetch 6.5x to 8x multiples on EBITDA by 2012, which would produce a return ranging from 17.5% to 22.5% per year.

All in all, this looks like a textbook example of a quality deal. Yet, there are certainly risks. After all, Alltel will need to manage a debt load of $23 billion.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Sprint Nextel(NYSE:S) is bleeding customers every quarter, is canceling service on other customers that use customer service resources too much, and is now hanging up service on customers who roam off its network excessively. Is this wireless carrier cleaning house or heading down some kind of path of public relations destruction? To make things worse, the roaming customer cancellations were dropped on U.S. soldiers, of all people.

Sprint gives away "free nationwide roaming" to customers of most of its current wireless calling plans, but does not explicitly specify how much customers can roam off its network. Say, for example, you buy Sprint Nextel wireless service since a coverage map shows that there is service where you need it. You arrive at this place (home, office, summer home, military training, etc.) and find out that Sprint's coverage is not quite what is needed for a decent wireless phone conversation. You set your phone to "roam" and off you go, probably using the Verizon Wireless or Alltel (NYSE:AT)national networks since they both use the same technology as Sprint's.

A short time later, you receive a cancellation notice from Sprint. Wha? This is what appears to have happened to about 200 soldiers that recently returned from Iraq and were sent to training at West Point. In addition to these U.S. soldiers that had to roam to get service, other Sprint Nextel customers who apparently use more than 50% of their minutes off of Sprint's network are being dropped as well. Sprint is really giving itself a bad eye here, even though it has said that all these cancellations were "researched heavily." But with no prior notice given to these customers, it is putting its foot in its mouth. Again.

The expanding credit spreads between corporate bonds and treasuries, and in particular between junk bonds and treasuries, have also led arbitrage spreads to widen. Deals that will be financed and closed have spreads that warrant investors' attention. There may be some easy money to be made as a result.

Deals worth looking at, according to Barron's , include:

• Alltel Corporation (NYSE: AT) trading for $67.80 with take-out price of $71.50-12% annualized rate of return.
• Clear Channel Communications (NYSE: CCU) trading for $37.70 with take-out price of $39.20-10% annualized rate of return.
• First Data Corporation (NYSE: FDC) is selling for $32.65 and has a take-out price of $34-for an 18% annualized return.
• Harrah's Entertainment Inc (NYSE: HET) is selling for $85.25 and has a take offer of $90-14% annualized rate of return.
• Tribune Company (NYSE: TRB) is trading at $29.50 with a take-price at $34-30% annualized return.
  
• The most attractive arb play from a return perspective is Tribune but that deal also carries the most risk. Tribune already has a considerable amount of debt and is attempting to add more debt and use the company's ESOP plan to close the deal. In addition, the fundamentals of the newspaper industry continue to remain not very good.

Use the widening arb spreads to make some nice money. Cash available to finance these deals is still aplenty. Lending terms are simply coming back to the planet earth, as sensible lending covenants are re-introduced.

MOST NOTEWORTHY: Cheesecake Factory (CAKE), Buffalo Wild Wings (BWLD), Alltel (AT), Home Depot (HD) and Nokia (NOK) were today's more noteworthy downgrades:

• Cheesecake Factory (NASDAQ: CAKE) was downgraded to Sector Perform from Outperform at CIBC, to Outperform from Strong Buy at Raymond James and to Peer Perform from Outperform at Bear Stearns after the company reduced its second quarter guidance.

• Buffalo Wild Wings (NASDAQ: BWLD) was cut to Neutral from Buy at Merriman on valuation.

• Lehman downgraded Alltel Corp (NYSE: AT) to Equal Weight from Overweight as the firm doesn't expect a competing bid for the company.

• Home Depot (NYSE: HD) was cut to Market Perform from Outperform following yesterday's rally and feels that with the HD sale out of the way, the focus will now turn to Home Depot's ability to grow in the challenging do-it-yourself retail market. Goldman cut Nokia to Neutral from Buy on valuation...

OTHER DOWNGRADES:

• JP Morgan cut Headwaters (NYSE: HW) to Underweight from Neutral.

• Citigroup downgraded Prudential Financial (NYSE: PRU) to Hold from Buy.

• Matrix USA cut Phototronics (NASDAQ: PLAB) to Sell from Hold.

• Ferris, Baker downgraded Gladstone Commercial Corp (NASDAQ: GOOD) to Neutral from Buy.

• Citigroup removed Office Depot (NYSE: ODP) from its Citi Recommended List.

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

The trend of private equity firms buying out high tech companies continues. According to Bloomberg News, Silver Lake Partners and TPG will take Avaya Inc. (NYSE: AV) private for $8.2 billion -- the biggest LBO of a computer networking firm ever.

Investors will receive $17.50 a share. That's 4.7% more than yesterday's closing price and 28% more than before speculation about a purchase surfaced on May 29.

This is the latest in a string of high tech LBOs. Recent ones include:

• Acxiom Corp. (NASDAQ: ACXM), this computer and database services provider, said May 16 it's being bought by Silver Lake and ValueAct Capital Partners LP for about $2.24 billion.
• Alltel Corp. (NYSE: AT) this fifth-biggest U.S. wireless service, agreed May 21 to be bought by TPG and Goldman Sachs Group Inc. (NYSE: GS) for $27.5 billion.
• CDW Corp (NASDAQ: CDWC) agreed on May 30 to be acquired by Madison Dearborn Partners LLC for $7.3 billion.

I am not sold on the competitive advantages that will result from this deal. Maybe there's some overhead to be cut but I question how much private equity is willing to invest in R&D to jump start Avaya's product pipeline.

Peter Cohan is president of Peter S. Cohan & Associates, a management consulting and venture capital firm. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned in this post.

Heading to Memorial Day, there's certainly no moratorium on the number of talked about potential deals. Receiving a fair amount of attention over the last few days include the companies below. There's more, of course, but hey, it's a three-day weekend.

LAM RESEARCH CORPORATION (NASDAQ: LRCX)

This supplier of tools that makes microchips keeps seeing its stock move up. Up about 13% over the last few months. And it may be more than speculation that it will soon be acquired. Investors looking for a deal are snapping up equity calls, some are then selling them, and keeping both eyes on the stock price. Others are looking out to see which private equity firms or "strategic" buyers come calling.

AMDOCS LIMITED (NYSE: DOX)

As Alltel Corporation (NYSE: AT) goes, so goes Amdocs? Well, not quite. Yes the Alltel sale has pushed Amdocs' stock upward. Some say this maker of software products for telecom services firms may want to continue to go forward by themselves. But that hasn't stopped that list of potential buyers from being passed around. Best bet: International Business Machines Corporation (NYSE: IBM).

CIRCUIT CITY STORES (NYSE: CC)

Again, here we go: Is it going to take a buyout? (Read: private equity buyer.) Or a miracle? (Read: new management) There are profit warnings. (Read: red flags everywhere) The stock is in miserable shape. (Read: cheap) Tough competition. (Read: Wal-Mart Stores Inc (NYSE: WMT)). Think there's a book to be written about all of this? (Read: who'd want to?).

APPLEBEE'S INTERNATIONAL INC (NASDAQ: APPB)

Food for thought. Kangaroo Holdings wants to buy OSI Restaurant Partners Inc (NYSE: OSI). Not surprisingly, Applebee's stock goes up. Are they cooking up a sale price for themselves as they "evaluate" offers? You betcha.

PALM INC (NASDAQ: PALM)

Going, going...almost gone. Even we're beginning to tire of this one. But it never gets old if you like to watch. Now, they're canceling conferences. The CEO is selling shares. The CFO has a bad back. Come on! The latest product review - Palm Treo 755p - is terrible. Market share is going down the tubes. R&D? Forgetaboutit. Sound like a company on the go? Right. Right into someone else's lap. And to think what they once were. Great job all around, everybody.

MOST NOTEWORTHY: GlaxoSmithKline plc (GSK), SanDisk Corp (SNDK), Lockheed Martin Corp (LMT) and aQuantive, Inc (AQNT) were today's noteworthy downgrades:

• Deutsche Bank and ABN Amro cut GlaxoSmithKline (NYSE: GSK) to Hold from Buy following the New England Journal of Medicine warnings from Avandia.

• Merrill Lynch cut SanDisk (NASDAQ: SNDK) to Neutral from Buy due to concerns that oversupply in the industry will extend through next quarter.

• Cowen downgraded shares of Lockheed Martin (NYSE: LMT) to Neutral from Outperform based on slower 2007-2008 EPS growth and less cash redeployment upside than General Dynamics Corp (GD) and Raytheon Co (RTN).

• UBS downgraded aQuantive (NASDAQ: AQNT) to Neutral from Buy and RBC Capital cut shares to Sector Perform from Outperform after the Microsoft (MSFT) acquisition...

OTHER DOWNGRADES:

• Piper Jaffray downgraded Cytyc Corp (NASDAQ: CYTC) To Market Perform from Outperform.

• NetBank, Inc (NASDAQ: NTBK) was downgraded to Underperform from Market Perform at Friedman Billings.

• Merrill Lynch downgraded shares of Aeropostale, Inc (NYSE: ARO) to Neutral from Buy.

• AG Edwards downgraded BHP Billiton Ltd (NYSE: BHP) to Hold from Buy.

• Gabelli downgraded shares of Alltel Corp (NYSE: AT) to Hold from Buy.

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

Sprint Nextel Corp. (NYSE: S) opened at $21.00. So far today the stock has hit a low of $20.99 and a high of $21.67. As of 11:50, S is trading at $21.37, up $0.58 (2.8%).

After hitting a one year high of $22.82 a full year ago, the stock dove to a year low of $15.92 in August. S has been gradually rising over the past several months, establishing some new support around 20. Sprint is benefiting from Alltel's (NYSE: AT) agreement to a $27.5 billion private takeover deal. Recent technical indicators for S have been bullish and deteriorating slightly, while S&P gives the stock a negative 2 STARS (out of 5) sell rating.

For a bullish hedged play on this stock, I would consider a November bull-put credit spread below the $18 range. S hasn't been below $18 since February and has shown support around $20 recently. This trade could be risky if demand the stagnating phone business worsens even more, but even if that happens, S has been in a slow, steady upward trend the past 10 months.

Brent Archer is an options analyst and writer at Investors Observer. DISCLOSURE: Mr. Archer owns and/or controls diversified portfolios of long and short stock and option positions that may include holdings in companies he writes about. At publication time, Brent neither owns nor controls a positions in S or AT.

Alltel Wireless will be far more competitive following the $27 billion buyout by divisions of Goldman Sachs Group Inc. (NYSE: GS) and Texas Pacific Group.

How fast will Alltel be able to scale its customer base and compete with the big four wireless companies? Much faster as a private company if you ask me.

Without quarterly numbers to hit, the company can pour capital into becoming what it has the potential to be and at some future time re-enter the market for the payoffs for GS Capital Partners and TPG Group. Until then, we'll all see what Alltel can do to compete with the larger carriers over time. With this buyout probably having been in the works for most of 2007, you can bet a solid plan is already in place.

With 12 million customers. Alltel is the fifth-largest wireless company behind AT&T Inc. (NYSE: T), Verizon Wireless, Sprint Nextel Corp. (NYSE: S) and T-Mobile USA. It owns wireless liceneses giving it coverage area bigger than the larger four carriers, which is a huge attraction for the private equity firms who already are drawn to the red-hot wireless industry.

The upside is great for this deal since people are dropping land line telephones and moving to the wireless and Internet telephony.

Now it's time to execute.

Stock futures are pointing to positive open, getting a boost from deals over the weekend.

Last week, despite some mixed economic data that mostly pointed to slowing economic activity, the Dow Jones Industrials kept breaking records and the S&P 500 is only 5 points from its record high this morning.

Today, no economic data is due for release, but corporate news is abundant:

Goldman Sachs Group's (NYSE: GS) private equity unit, GS Capital Partners, along with TPG Capital have agreed to acquire Alltel Corp. (NYSE: AT) in a deal worth $27.5 billion. The two investment firms will acquire all of the outstanding common stock of Alltel for $71.50 per share in cash, a 23% premium over Alltel's share price prior to buyout speculation appearing in the media. Alltel shares are up 6.9% in pre-market trading (7:19 a.m.).

Private equity firm, Blackstone Group LP said it planned to raise as much as $4.13 billion in its initial public offering with a possible maximum size of the IPO to $4.75 billion. China's new state investment agency is taking a $3 billion nonvoting stake in the company at a discount to the IPO price.

According to the Wall Street Journal, Google Inc. (NASDAQ: GOOG) and Salesforce.com Inc. (NYSE: CRM) are in talks for an alliance, trying to improve their position against Microsoft Corp. (NASDAQ: MSFT).

Lowe's Cos. (NYSE: LOW) reported quarterly results this morning, posting a 12% drop in profit as the sluggish housing market continued to hurt sales. Net income dropped to $739 million, or 48 cents a share, missing the average estimate of analysts by 1 cent. Sales rose 2.1% to $12.2 billion.

Overseas, Asian stocks closed mostly higher and European stocks are climbing for a third day.

MAJOR PAPERS:

• According to people familiar with the matter, at least three groups of private-equity companies have formed to attempt to purchase wireless carrier Alltel Corporation (NYSE: AT), reported the Wall Street Journal (subscription required).
• The Wall Street Journal's "Heard in Asia" column reported that in order for Sony Corporation's (NYSE: SNE) stock to rise when it reports next week, it is going to have to convince investors that its PlayStation unit is showing improvement.
• The Financial Times (subscription required) reported that almost half of the senior management at Citigroup Inc's (NYSE: C) consumer operations have quit in the last 18 months, as criticism of CEO Chuck Prince has grown.

OTHER PAPERS:

• According to the Telegraph, Royal Dutch Shell (NYSE: RDS.A) and BP plc ADS's (NYSE: BP) Russian joint venture, TNK-BP, are expected to join the auction for the 537-petrol station network belonging to Yukos. The bidding is expected to start at GBP150M.
• GlaxoSmithKline plc ADR (NYSE: GSK) has begun to promote Alli, the first weight-loss drug to be approved by the FDA for over-the-counter sale, reported the New York Times.

WEBSITES:

• According to DigiTimes.com, citing industry insiders, Taiwan Semiconductor Manufacturing Company (NYSE: TSM) is looking to up production of Intel Corporation's (NADSAQ: INTC) 802.11n Wi-Fi chips at 0.13-micron in Q3, a sign of closer collaboration between the two companies.

Market seems to be heading to a lower to flat opening as indicated by stock futures as investors await the Bernanke's announcement today about the Fed's policy meeting.

Yesterday, stocks started lower but recovered slowly to end nearly flat. The Dow ended its streak with a 3.9 points decline or 0.03% lower. The Nasdaq closed 0.03% higher, but the S&P 500 closed down 0.12%.

Today investors are waiting to hear what Federal Reserve chairman, Ben Bernanke, has to say when he releases the Fed statement regarding its policy at 2:15 p.m. As most investors expect rates will remain unchanged, it is the content of the statement and indications about possible future rate cuts that will be the focus. Since some economic data recently showed a slowing of the U.S. economy with less inflationary pressures, many hope the Fed will consider easing monetary conditions and cut rates in the future. Up until the Fed's announcement, the market is likely to tread water, but any indication of future rate cuts, could spark a rally in the markets.

At 10:30 a.m. today, weekly crude inventories will be reported. Oil prices traded in a tight range yesterday as traders expect U.S. inventories report would show a rebound in gasoline stocks for the first time in three months.

This morning, Toyota Motor Corp. (NYSE: TM) posted a stronger-than-expected 8.9% rise in quarterly net profit on buoyant sales in Western markets, its seventh straight fiscal year of record sales amid robust demand for its Corolla, Camry and Lexus models. Toyota also forecast modest growth this year and added production capacity worldwide.

Rio Tinto (NYSE: RTP) shares surged today in Australia as following reports bigger rival BHP Billiton Ltd. (NYSE: BHP) may be planning a bid which would create the world's fifth biggest company, although Rio denied it had been approached. RTP shares are up over 4.5% in pre-market trading, BHP up over 1.5%.

Alltel Corp. (NYSE: AT) is being pursued by at least three groups of private-equity buyers about a potential purchase, according to the Wall Street Journal. AT shares are up 3.3% in pre-market.

MAJOR PAPERS:

• Barron's Online's "Weekday Trader" column wrote that the takeover talk in telecom stocks Alltel Corporation (NYSE: AT), Qwest Communications International Inc (NYSE: Q), and Sprint Nextel Corporation (NYSE: S) may be overblown, as the logical acquirers for the companies appear uninterested, according to people familiar with the sector.
• The Wall Street Journal reported that Dolan family, founders of Cablevision Systems Corporation (NYSE: CVC), are on the verge of taking the company private in a deal estimated to be worth about $10.5B.
• The Wall Street Journal's "Heard on the Street" column discussed Rupert Murdoch's $5B play for Dow Jones and Company (NYSE: DJ), saying the Bancroft family may eventually find it difficult not to take Murdoch's offer.

OTHER PAPERS:

• The U.K. Times has learned that the U.S. Department of Justice is in talks to launch a formal inquiry into "alleged bribery and corruption" at BAE Systems (OTC: BAESY).
• According to a New York Post exclusive, Gap Inc (NYSE: GPS) is considering sizeable layoffs, to reduce expenses at the struggling retailer.

Alltel (NYSE: AT) volatility is Elevated as arbitrageurs wait for strategic alternatives.

• AT, a customer focused communications company with operations in 36 states, has a market cap of $21 billion with long term debt of $2.7 billion.
  
• AT is reviewing its strategic alternatives. Robert Baird says: "We believe that in an acquisition scenario that AT could fetch closer to $70 per share. However, aside from M&A potential, we believe the shares are currently trading near fair value."
  
• AT May option implied volatility of 28 is above its 26-week average of 22 according to Track Data, suggesting larger near-term price risks.

International Securities Exchange (NYSE: ISE) volatility collapses. The company is in advanced talks.

• ISE is recently up $19.08 to $64.81.
  
• The Deutsche Boerse confirmed it is in talks to buy ISE. The ISE confirmed it is in advanced talks to sell itself.
  
• ISE May at the money option implied volatility of 18 is below a level of 34 from last week and below its 26-week average of 41 according to Track Data, suggesting decreasing risk.

Option volume leaders today are: Apple Inc. (NASDAQ: AAPL), Amazon (NASDAQ: AMZN) and Dendreon (NASDAQ: DNDN).

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

What is up is the theme of this week's merger talk, because there is lots of chatter, but no bold moves. Yet.


NEW CENTURY FINANCIAL CORPORATION (NYSE: NEW)

Down the tubes, and then what? With bankruptcy imminent, what next happens to the nation's second largest sub prime mortgage banker? Shares continue to fall today, recently at $3.18, a 69 cent fall, equal to almost 18%. Just two months ago the share price was over $30. The real estate investment trust isn't getting any help from lenders. Maybe reorganization is just what they need.

PALM INC (NASDAQ: PALM), DELL INC (NASDAQ: DELL)

Or should it be Dell, Palm? Either way, Palm is looking to sell, and Dell is looking to buy. Palm knows Apple Inc's (NASDAQ: AAPL) iPhone can really hit them with a number of body blows, hence, get out while the getting's good, or at least okay, seems to be the Palm plan. For Dell, they're looking at smart phones as a part of their consumer products future. And lord knows they have the cash to buy a Palm. It's a brand with international contacts and a retail distribution network. Let the bidding begin, say at $2B?

NOBLE DRILLING CORP (NYSE: NE)

A noble "no" to an LBO was sent out from high atop the corporate structure several weeks ago, but rumors keep a coming. Yes, they said they'd use their extra dough to buy their own stock, just like they did before, in 2006. And that's what they've been doing. Who knows, maybe there's nothing to it.


CLAIRE'S STORES INC (NYSE: CLE)

Private equity firm Apax seems to be in the lead to take the 3,000 stores-strong Claire's. Get this: Apax is said to be so anxious to get going that it's said they have new management "in waiting." Wow. Claire's has said it's exploring "strategic alternatives", including a sale. Goldman Sachs is helping. Must be serious stuff. By the way, same store sales were up but down recently. Up 1%, but 2.3% was expected. What do you think Apax feeds that management team in waiting, anyway?

ALLTEL CORPORATION (NYSE: AT)

Buy me, please. That's what the nation's fifth largest wireless operator (subscribers) has been saying. AT&T is kicking the tires, but because of antitrust and other issues, it may only be doing just that. Verizon Communications Inc (NYSE: VZ) may have a look-see, as well as private equity firms. Tepid seems to have been the response so far, but that can change quickly. Management says the rumors are nothing new. Is that a bad thing?