MOST NOTEWORTHY: Sanofi-Aventis (SNY), Dell (DELL), Warner Music Group (WMG), KeyCorp (KEY) and SanDisk Corp (SNDK) were today's noteworthy upgrades:

• HSBC upgraded shares of Sanofi-Aventis (NYSE: SNY) to Overweight from Neutral to reflect the company's new drug pipeline investments.

• ThinkEquity raised Dell (NASDAQ: DELL) to buy from Sell based on expectations for a better-than-expected July quarter due to strong consumer business demand.

• Pali Research upgraded Warner Music Group (NYSE: WMG) to Neutral from Sell on valuation with the stock down 40% year-to-date.

• Merrill upgraded KeyCorp (NYSE: KEY) to Neutral from Sell following better-than-expected Q2 results.

• JP Morgan upgraded SanDisk (NASDAQ: SNDK) to Overweight from Neutral citing increased demand for NAND applications and supply constraints...

OTHER UPGRADES:

• Bernstein upgraded Campbell Soup (NYSE: CPB) to Outperform from Market Perform.

• Boston Properties (NYSE: BXP) was raised to Hold from Underweight at Keefe Bruyette.

• Matrix upgraded Acuity Brands (NYSE: AYI) to Strong Buy from Buy.

• Bernstein raised Regions Financial (NYSE: RF) to Market Perform from Underperform.

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

It's not easy being a micro cap company. But, with lots of capital sloshing around, why not just go private?

That's the thinking at Image Entertainment Inc. (NASDAQ: DISK), a licensee and producer of entertainment programming.

David Bergstein has led a group of investors for the deal (one is D.B. Zwirn & Co., which is a hedge fund). He is a film producer and has actually been buying up film distributors lately. The deal is for $4.40 per DISK share and represents a 35% premium over the past 30-day average price.

Image Entertainment has a film library of more than 3,000 DVD titles, as well as about 200 CD titles. The assets attracted the attention of Lions Gate Entertainment Corp. (NYSE: LGF), which made a $4 buyout offer last year. Lionsgate currently owns 19% of Image Entertainment's stock.

In the third quarter, Image Entertainment posted a loss of $3.5 million or $0.16 per share and revenues plunged 38% to $24.4 million.

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