EchoStar (SATS) announced an agreement to acquire all of the outstanding equity of Hughes Communications (HUGH) in a transaction valued at approximately $2 billion. EchoStar overall option implied volatility of 29 is near its 26-week average of 31, according to Track Data, suggesting slightly lower price movement.

Emergency Medical Services (EMS) and Clayton, Dubilier & Rice announced a definitive merger agreement under which an affiliate of CD&R will acquire EMSC for $64.00 in cash for each share of EMSC Class A common stock and Class B common stock and each LP Exchangeable Unit. Overall option implied volatility of 16 is below its 26-week average of 32, according to Track Data, suggesting decreasing price movement.

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

Analyst Upgrades

• Boeing (BA) to overweight from neutral at JPMorgan.
• Alcoa (AA) to buy from hold at Deutsche Bank.
• BP (BP) to outperform from market perform at Raymond James.
• Office Depot (ODP) and Staples (SPLS) to buy from neutral at Janney Capital.
• ON Semiconductor (ONNN) to buy from hold at Citigroup.
• Kennametal (KMT) and Polyone (POL) to buy from hold at KeyBanc.
• Airgas (ARG) to outperform from market perform at William Blair.
• EchoStar (SATS) to neutral from underperform at Macquarie.

A fairly obvious trade is presenting itself in shares of TiVo (TIVO). The company has been involved in patent infringement litigation with DISH Network (DISH) and Echostar (SATS) since 2004. At pretty much every step of the way, TiVo's claims have been upheld, including by the U.S. Patent Office this last October.

Currently, the U.S. Court of Appeals for the Federal Circuit is conducting an en banc review of an earlier decision, which upheld a lower court's ruling in TiVo's favor with regard to the infringement of company patents by DISH and Echostar. The CEO of TiVo has said that he expects the litigation to be resolved by February or March of 2011.

Analyst Upgrades

• JPMorgan upgraded Vivus (VVUS) to overweight from neutral.
• Citigroup upgraded Corn Products (CPO) to buy from hold.
• Maxim Integrated (MXIM) was upgraded to outperform from market perform at FBR Capital.
• Cardinal Health (CAH) was upgraded to outperform from neutral at RW Baird.
• Citigroup upgraded Monster Worldwide (MWW) and EchoStar (SATS) to buy from hold, as well as Las Vegas Sands (LVS) to buy from sell.
• BMO Capital upgraded Potash (POT) and Barrick Gold (ABX) to outperform from market perform.

TiVo (NASDAQ: TIVO - option chain) stock is falling today after the U.S. Court of Appeals granted the request of EchoStar (NASDAQ: SATS) to stay the contempt order imposed by the U.S. District Court pending the outcome of SATS's appeal. TIVO says it is confident that it will win the appeal.. If you think this stock won't be rising too far in the coming months, then it could be a good time to look at a bearish hedged play on TIVO.

This morning, TIVO opened at $9.13. So far today the stock has hit a low of $9.05 and a high of $9.79. As of 11:45, TIVO is trading at $9.22, down $1.55 (-14.4%). The chart for TIVO looks neutral and S&P gives TIVO a neutral 3 STARS (out of 5) hold ranking.

Today was one of those days where stocks looked lower early in the morning, traded lower, and stayed there. Despite recovering from triple-digit losses in the DJIA earlier on, we still closed down 65.63 at 8.675.24 on the DJIA.

The S&P took a bigger hit by almost 13.00 at a lower level of 931.76. Bond prices rallied and we saw a 9 basis point drop in the 10-Year Treasury to 3.55%.

Here were today's top analyst upgrades, and there were several key downgrades as well.

TiVo (NASDAQ: TIVO) closed at $6.98. The Federal district court for Eastern Texas upheld TIVO patents and said Echostar (NYSE: DISH) is infringing on them. TIVO June option implied volatility is at 87; July is at 81; verses its 26-week average of 88, according to Track Data, suggesting non-directional near term price movement.

Moody's (NYSE: MCO) closed at $28.64. MCO is hosting an investor meeting on June 4. MCO June option implied volatility is at 57, July is at 55; below its 26-week average of 71, according to Track Data, suggesting decreasing price movement.

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

DirecTV (NYSE: DTV) closed at $22.98. DTV is scheduled to report Q4 EPS on February 10. February option implied volatility is at 64; March is at 59; above its 26-week average of 53, according to Track Data, suggesting larger price movement.

Echostar (NASDAQ: DISH) closed at $12.84. DISH is expected to report Q3 EPS in late February. March option implied volatility is at 83, June is at 74; above its 26-week average of 63, according to Track Data, suggesting larger price movement.

EchoStar (NASDAQ: DISH) closed at $26.70 Monday, near five-year low. DISH August option implied volatility of 57 is above its 26-week average of 45 according to Track Data, suggesting larger price movement.

Financial Select Sector-XLF overall volatility at 43; 26-week average is 34

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

MAJOR PAPERS:

• Three years into its $35B takeover of Nextel, the Wall Street Journal reported that Sprint Nextel Corporation (NYSE: S) is considering selling or spinning off the troubled unit. Few details were available and a deal is not imminent.
• The Wall Street Journal also reported that pressure is mounting on Citigroup Incorporated's (NYSE: C) CEO Vikram Pandit to show that he can turn around the troubled bank. Executives believe Pandit, who has been praised for his cautious and deliberate approach, has been taking "too long" to make crucial decisions.

WEB SITES:

• According to a person close to Google Inc (NASDAQ: GOOG), Reuters reported that Google and Yahoo! Inc (NASDAQ: YHOO) are still "hammering out the intricacies" of a potential advertising and search deal. The source said no final agreement has been reached yet.
• ABC News learned that if Rupert Murdoch does not testify in a lawsuit accusing one of his companies of "corporate espionage," it may cost News Corporation (NYSE: NWS) hundreds of millions of dollars, a federal judge overseeing the trial said. News Corp has denied any wrongdoing, and lawyers maintain Murdoch had no direct knowledge of the unit's alleged hacking into EchoStar Corporation's (NASDAQ: SATS)/DISH Network Corporation's (NASDAQ: DISH) security code and posting it on the Internet.

TheStreet.com's Jim Cramer says this major player's lowered guidance shows why its whole sector is uninvestible.

Is it EchoStar (NASDAQ: DISH) (Cramer's Take)? Or is it foreclosures? Is it DirecTV (NYSE: DTV) (Cramer's Take) or is it bills that are too high? Is it Verizon (NYSE: VZ) (Cramer's Take) or is it house poor fears?

We will debate the Comcast (NASDAQ: CMCSA) (Cramer's Take) blowup -- it just cut its forecasts for 2007 sales, new subscribers and cash -- for a long time. Trying to figure out how a monopoly utility that we used to regard as a utility that could no more be shut off than Con Ed, has become a totally discretionary competitive item that needs to be sold and can't be pulled.

The implications either way show you the limits of this former wonder industry. For all of the years I have been in the business, investing in cable stocks worked. The companies always grew with consistent cash flow and that was enough. They were utilities that always talked about how dividends weren't tax-advantaged and instead focused on the broad expansion and cash flow growth.

Technology insider blog, TechCrunch, ran a thought-provoking post yesterday about Google (NASDAQ: GOOG) entitled, The Google Set-Top Box. The article speculates that the search-engine giant may leverage its new open-source operating system, Android, to address TV advertising in a revolutionary way. Google is already testing a new ad platform for TV with Echostar (NASDAQ: DISH), being propped up with data provided by a recent deal with Nielsen. But this just addresses the way ads are bought and sold. According to TechCrunch, almighty Google's ambitions for television go way beyond just ad delivery.

In short, the article posits that Google's aspirations for the mobile phone can be applied to the set-top box, itself essentially a computer. Android's open-source application platform can be used to help promote and support new developments that would turn TV watching more like Internet browsing. "In many ways," says Google's head of TV development, Vincent Dureau, "we think that television is becoming like the Internet in that there is a multiplication of channels. This creates challenges for viewers, advertisers and creators."

So, what does this mean in practice?

The rumor mongers on Wall Street took the bait on the EchoStar Communications (NASDAQ: DISH) buyout by AT&T (NYSE: T). The satellite TV company's shares rallied from just above $39 on Friday to a high of $50.29 yesterday.

Never give a sucker an even break. After the close of the market, The Wall Street Journal said that it was all just speculation. The paper says, "one person close to AT&T says the two sides aren't even talking about an M&A deal."

Today, EchoStar shares may well go back below $40 and a lot of people will lose money. DISH traded close to 22 million shares yesterday.

The incident is a hard lesson in buying on rumors. The AT&T deal seemed to be such a clear "win" for both companies. Having a national TV play would make it easier for the telephone company to compete with cable. No one bothered to mention that a partnership between the two companies would probably work nearly as well as AT&T spending $25 billion to buy DISH.

Listen for some cries of pain at the open today.

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

EchoStar (NYSE: DISH) closed at $39.83 Friday.

• Smith Barney upgraded DISH from Hold to Buy on: "1) attractive valuation, and 2) our ongoing conviction that there's a 65% chance that AT&T (NYSE: T) acquires DISH over the next 12 months. We still view $52 as fair value for DISH shares. Maintain $52 target price DISH within 12-month."
  
• DISH announced on 9/26/07 the proposal to spin off its technology and infrastructure assets.
  
• DISH overall of 50 is above its 26-week average of 34 according to Track Data, suggesting larger price risk.

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

MAJOR PAPERS:

• According to people familiar with the situation, the Wall Street Journal reported that Hurray! Holding Co Ltd (NASDAQ: HRAY) and Enlight Media have agreed to a merger valued at about $160M, that could be announced as early as Monday afternoon.
• The Financial Times reported that anti-corruption investigators are probing payments by Chevron Corporation's (NYSE: CVX) ChevronTexaco and Royal Dutch Shell PLC (NYSE: RDS.A) to a company owned by powerful Nigerian politician James Ibori, whom they suspect has laundered tens of millions of dollars in British banks, cars and property.
• The Financial Times also reported that Vodafone Group Plc (NYSE: VOD) is looking to increase its presence in China through a government-led restructuring of the country's telecommunications industry.
• According to Barron's "The Trader," there is speculation that the decline in the shares of Echostar Communications Corporation (NASDAQ: DISH) last week has reinvigorated AT&T Inc's (NYSE: T) interest in buying the company.

OTHER PAPERS:

• Citigroup Incorporated (NYSE: C) is said to have "informally" approached The Royal Bank of Scotland Group Plc's (NYSE: RBS) CEO, Sir Fred Goodwin, the Telegraph reported.