Most mergers are driven by the notion, sometimes wildly mistaken, that the combination will bring both a competitive advantage. Some pairs of companies, however, seem so intuitively right for one another, no bottom-line considerations should be allowed to interfere with their matrimony. Like a presidential candidate and a lobbyist's pocket, these two belong together.

I read recently that the average Las Vegas visitor leaves behind around $200 in gambling losses. However, in my flights back from Vegas I've noticed that many passengers still have their diamond rings, fine luggage and iPods, which tells me they haven't been wrung completely dry.

For companies such as Harrah's Entertainments (NYSE: HET), that's just opportunity lost, so I have a suggestion for how Harrah's could improve its take. Simply merge with EZCorp (NASDAQ: EZPW), operator of a chain of 82 EZPAWN pawn shops, which offer short-term credit to needy individuals based on personal property collateral, as well as 334 EZMoney stores offering pay advances.

The Texas Pacific Group and Apollo Management are on track to complete their $90 a share buyout of Harrah's Entertainment (NYSE: HET) by the end of the year. According to a report out of New Zealand, TPG, along with its East Asia affiliate Newbridge Castle, is already shopping for an addition to its gaming business.

In August, SkyCity Entertainment Group (NZE: SKC), which owns casinos in Australia and New Zealand, announced it was interested in testing the sale value of some of its assets. Instead, it received an expression of interest in acquiring the entire company. The unnamed suitor is now thought to be TPG.

The two have a history. SkyCity bought its Auckland casino from Harrah's for $20 million in 1998. Since then, SkyCity has fallen on hard times. It netted $98.4 million in 2007, down 18.1% from 2006.

The SkyCity properties would fit nicely with other TPG gaming holdings including Harrah's and London Clubs International, making it a huge player in the worldwide gambling scene.

Las Vegas Sands (NYSE: LVS) volatility Elevated into Macao Resort Hotel opening. LVS opened the Venetian Macao Resort Hotel today. Sheldon Adelson, chairman & chief executive officer, said "it is no overstatement to say that the opening of Venetian Macao represents a massive paradigm shift for Macao and the future of tourism development in Asia." Goldman Sachs (NYSE: GS) says "the scale is enormous and the detail impressive." LVS over all option implied volatility of 44 is above its 26-week average of 39 according to Track Data, suggesting larger price fluctuations.

Ameristar Casinos (NASDAQ: ASCA) implied volatility Elevated at 43. ASCA, a Las Vegas based gaming and Entertainment Company, is recently down $0.55 to $28.39. ASCA has a market cap of $1.6 billion with long term debt of $878 million. ACSA over all option implied volatility of 43 is above its 26-week average of 37 according to Track Data, suggesting larger price risks.

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

Following the Dow's steepest one-day climb in four years, stock futures were flat Tuesday ahead of the Federal Reserve's 2:15 p.m. decision on interest rates. The Fed is expected to maintain its benchmark federal funds rate at 5.25%.

Also Tuesday morning, the Labor Department will report on second-quarter productivity and costs; moderated labor costs and increased productivity are expected.

Companies reporting earnings today include Cisco Systems (NASDAQ: CSCO), TXU Corp. (NYSE: TXU), and Harrah's Entertainment (NYSE: HET). Cisco is expected to match earnings estimates of 35 cents a share.

Overseas, the Nikkei eked out a 0.04% rise to close at 16,921.77, while the FTSE 100 rallied following Wall Street's gains Monday.

Trump Entertainment Resorts Inc (NASDAQ: TRMP), Donald Trump's casino company, this morning said that following a three-month search, it would conclude its strategic review. Although it has held talks since March with groups of investors that included former Trump Taj Mahal manager Dennis Gomes and Boyd Gaming Corporation (NYSE: BYD), the company said the offers it has received "weren't likely to lead to a transaction."

It seems a little strange that Trump Entertainment couldn't find a buyer, particularly because the market for casinos and their assets is hot. Recent examples of casino sector activity include the in-process $17B acquisition of Harrah's Entertainment Inc (NYSE: HET) and the announced $6.1B acquisition of casino and racetrack operator Penn National Gaming Inc (NASDAQ: PENN) by Fortress Investment Group LLC (NYSE: FIG), a U.S. hedge fund and private-equity firm.

What gives? Why hasn't Trump found a buyer? Sources have speculated that its casinos, located in Atlantic City, NJ, have been struggling in comparisons to Las Vegas "entertainment destinations," a partial smoking ban and competition from new gaming venues in Pennsylvania and New York. Additionally, the announcement that the company would end its efforts to sell comes weeks after CEO James Perry said he would retire and, effective yesterday, would be replaced by COO Mark Juliano.

Trump's Atlantic City casinos are still working on a $250M project to update its gaming floors and add new restaurants, although it hasn't seemed to help. The company posted losses in earnings per share loss and revenue when it reported Q1 results in May. The Trump Taj Mahal Casino Resort, its largest casino, with 786 rooms, is set to open next summer.

The casino company said that while it was ending the initiative to sell the company, it would continue to review other strategic alternatives, including a cost cutting effort. The company laid off Chief Information Officer Virginia McDowell and executive vice president of design and construction, Paul Keller. It doesn't plan to fill these positions.

Trump shares fell nearly 18% this morning.

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.

The development of new information technologies leads to fresh opportunities for businesses to expand and serve their customer bases. There is a Cambridge, Massachusetts firm that rides the crest of the IT wave, helping companies take full advantage of those opportunities.

Sapient Corporation (NASDAQ: SAPE) provides business, marketing and technology consulting services. The firm's design and implementation expertise are used by information-based businesses and government agencies with needs in e-commerce, customer relationship management, high volume transaction processing, online supply chain development and knowledge management. Clients include BP (NYSE: BP), Harrah's Entertainment (NYSE: HET), Novartis (NYSE: NVS), Sony (NYSE: SNE), Staples (NASDAQ: SPLS), United Parcel Service (NYSE: UPS) and Verizon Communications (NYSE: VZ).

The firm pleased investors last week, when it reported Q1 EPS of one cent and revenues of $121.3 million. Analysts had been looking for a penny and $117.4 million. Management also guided Q2 revenues to $126 million ($122.61M consensus). RBC Capital Markets and UBS subsequently declared the issue a "buy" and issued price targets in the $9.25-$10.00 range. The stock popped into a bullish "flag" formation on the news. Prices frequently exit flags moving in the same direction they were traveling when they entered them. In this case, that would be to the upside.

Brokers recommend the issue with two "strong buys," four "buys," four "holds" and two "sells." Analysts see a 72% growth rate, through the next year. The stock's Price to Sales ratio (2.37), Price to Book ratio (4.58) and Sales Growth rate (39.0%) compare favorably with industry, sector and S&P 500 averages. Institutional investors hold about 61% of the outstanding shares. Over the past 52 weeks, SAPE has traded between $4.35 and $8.26. A stop-loss of $6.60 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.

Late last year, Penn National Gaming (NASDAQ: PENN) tried to buy Harrah's (NYSE: HET). But, in the end, private equity firms TPG and Apollo Management won the deal.

Ironically enough, now Penn has decided to go private. The deal is valued at about $5.73 billion and the buyers include Fortress Investment Group LLC (NYSE: FIG) and Centerbridge Partners LP. There will also be a repayment of $2.8 billion in existing debt.

While casinos generate lots of cash flows, it's still not easy to pull off a buyout deal. A big problem is dealing with the mind-numbingly complex gambling laws. In other words, it should take at least a year to close the Penn transaction.

Although, at 10 times EBITDA, the deal has a reasonable valuation.

On the news of the transaction, Penn's stock climbed 21.92% to $62.35. The buyout offer is $67.

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

When you want to build a house, you look in the phone book for a local contractor. When you want to build a stylish facility, the list of firms that can help you is a short one. There is a 113-year old outfit in Framingham, Massachusetts that invariably occupies a position near the top of the list.

Perini Corporation (NYSE: PCR) is a leading construction services company offering diversified general contracting, construction management and design/build services to private clients and public agencies worldwide. The firm is well known for its casino and hotel projects, but is also active in the design and construction of schools, health care facilities, entertainment facilities and sports complexes. Its civil division builds and maintains highways, subways, and airports. Clients include Harrah's Entertainment (NYSE: HET), Hilton Hotels (NYSE: HLT), Marriott International (NYSE: MAR), Sears Holdings (NASDAQ: SHLD), Honeywell International (NYSE: HON), American Express (NYSE: AXP) and Alcatel-Lucent (NYSE: ALU).

The company surprised the Street earlier in the month, when it reported Q1 EPS of 84 cents and revenues of $987.4 million. Analysts had been expecting 58 cents and $947.2 million. Management also guided FY07 EPS to $2.40-2.60 ($2.17 consensus) and FY07 revenues to $4.0-4.2 billion ($3.98B consensus). The COO cited a near-record backlog of $8.6 billion for the favorable outlook.

Decisions, decisions.

Suppose you have a wildly successful business in an ultra hot market. Time to sell?It's probably something to consider. Well, that's certainly the state of affairs in the private equity world.

According to the Wall Street Journal, the founder of Apollo Management LP, Leon Black, is mulling these kinds of cash-out issues [subscription required]. His private equity firm is one of the largest and has done deals such as for Harrah's Entertainment Inc. (NYSE: HET), Realogy Corp. (NYSE: H), and Nalco Holding Co. (NYSE: NLC).

Based on the market multiples -- such as for Fortress Investment Group LLC (NYSE: FIG) -- it looks like he can take home about $1.5 billion selling a minority stake of 10% but still keeping control of his destiny. To me, this is having your cake and eating it too.

What's more, by selling the stake to private investors, there's no need to go through the hassles of the IPO process. In other words, Black has more time to do deals. Although, if the Apollo stock is registered – which is likely to happen – it will become publicly traded within the year.

It's an interesting structure and is typical for small companies. As for Black, he does think out of the box and the back-door IPO does make a lot of sense.

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

With big companies like Harrah's Entertainment (NYSE:HET) and TXU Corp.(NYSE:TXU) going private, a buyout of The Home Depot (NYSE:HD) is not far-fetched. In fact, it does look like there's lots of potential to improve things. The real estate assets are also juicy. And, oh yea, the fees would be juicy for Wall Street.

But, according to a report in Reuters, a deal looks unlikely. That's the word from Home Depot's new CEO, Frank Blake. Oh, there is likely to be some dealmaking. For example, Home Depot says it might sell its massive supply business. Unfortunately, the problem remains: Housing is weak and is likely to remain weak for some time, especially with the recent blow-up in the subprime market.

At least Blake is stepping up to the plate. He's been tireless in reaching out to shareholders, which is refreshing. And he's a pretty good politician. He even had some nice words about his predecessor, Robert Nardelli.

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: Take-Two Interactive Software Inc (TTWO), Circuit City Stores Inc (CC) and Exxon Mobil Corp (XOM) are today's more notable downgrades:

• Both Soleil and Citigroup downgraded Take-Two Interactive Software Inc (NASDAQ: TTWO) to Sell from Hold following the company's earnings shortfall and reduced guidance.

• Piper Jaffray downgraded Circuit City Stores Inc (NYSE: CC) to Market Perform from Outperform and a $20 target, based on checks that indicate weak sales trends following Christmas.

• AG Edwards removed Exxon Mobil Corp (NYSE: XOM) from its Focus Portfolio, believing the company offers less upside potential than other companies in the energy sector...

OTHER DOWNGRADES:

• Harrah's Entertainment Inc (NYSE: HET) was cut to Neutral from Buy at Buckingham Research.

• Sasol Limited ADR (NYSE: SSL) was downgraded to Hold from Buy at Citigroup based on the persistent regulator risk.

• ThinkEquity cut Syniverse Holdings Inc (NYSE: SVR) to Source of Funds from Accumulate citing expectations for increased competition and price pressures.

• Citigroup downgraded Barr Pharmaceuticals Inc (NYSE: BRL) to Hold from buy.

• First Albany cut Shuffle Master Inc (NASDAQ: SHFL) to Neutral from Buy.

• Jefferies downgraded Omnicare Inc (NYSE: OCR) to Hold from Buy with a $44 target.

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

MOST NOTEWORTHY: Lockheed Martin Corp (LMT), Harrah's Entertainment Inc (HET) and Avaya Inc (AV) were some of today's most notable downgrades:

• JP Morgan downgraded Lockheed Martin Corp (NYSE: LMT) to Underweight from Neutral, citing Lockheed's outperformance as well as expectations for a more challenging environment for defense stocks.

• Harrah's Entertainment (NYSE: HET) was downgraded to Neutral from Add at Calyon based on the expected buyout.

• Thomas Weisel downgraded Avaya Inc (NYSE: AV) to Underweight from Market Weight based on increased concerns that shares are not sufficiently discounting transition risks associated with AV's strategic shift from telephony hardware to software and applications, driven by the shift towards VoIP from TDM technology.

OTHER DOWNGRADES:

• JP Morgan removed Dover Corp (NYSE: DOV) from its Focus List.

• Baird downgraded PRA International (NASDAQ: PRAI) to Underperform from Neutral following a disappointing Q4 report.

• Syniverse Holdings Inc (NYSE: SVR) was downgraded to Market Perform from Outperform at Raymond James and Avondale Partners; Kaufman Bros cut Syniverse to Hold from Buy, while Bear Stearns downgraded Syniverse to Underperform from Peer Perform.

• Roth Capital downgraded Shuffle Master (NASDAQ: SHFL) to Hold from Buy.

• Lazard cut Overseas Shipholding Group (NYSE: OSG) to Hold from Buy.

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

All hell is breaking loose in Jolly Olde over rights to build England's first Las Vegas-style mega-casino, and now the U.S. company Las Vegas Sands Corp. (NYSE:LVS) has jumped in the middle of the maelstrom.

Just last week the Casino Advisory Panel advising Britain's Dept. for Culture, Media and Sport released its recommendation that Manchester be chosen to host this casino. This was a bombshell to the press and locals who had touted Blackpool or London as prohibitive favorites.

Once the site was chosen, the game was afoot for potential casino operators. Krezner International seemed to have the inside pole, but now Las Vegas Sands, on a roll from its China successes, has announced they will enter the competition. The Sands has world-class speed and a fat wallet, although they are already committed to another enormous development on Hengqin Island near Macau.

As you can imagine, rumors are flying about other potential bidders for the rights, including Harrah's Entertainment, Inc. (NYSE:HET) and MGM Mirage (NYSE:MGM).

The plot thickens even more, however. Members of Parliament, led by the Blackpool contingent, are demanding reopening of the decision-making process. They seem to be gaining a great deal of support, although it's too early to put odds on their chances.

Watch the news over the next couple of days. Odds are, no contest will be quite as entertaining.

MOST NOTEWORTHY: Sprint Nextel Corp and Gap were the most notable downgrades today.

• Sprint Nextel Corp (NYSE: S) was downgraded by five firms after pre-announcing lowered guidance:
  

• CIBC and RBC Capital Markets downgraded Sprint Nextel to Sector Performer from Outperformer;
  
• Soliel Securities and Deutsche Bank cut Sprint Nextel to Sell from Hold
• Credit Suisse downgraded the telecom company to Neutral from Outperform.

• Gap Inc (NYSE: GPS) was downgraded by AG Edwards to Sell from Hold, and sees downside to $15 a share if the stock trades on fundamentals. The analyst doesn't see much upside in Gap even in the event of a private equity buyout.

OTHER DOWNGRADES:

• Following its disappointing revenue guidance, Scansource Inc (NASDAQ: SCSC) was downgraded to Market Perform from Outperform at William Blair and to Neutral from Outperform at Baird.

• Garmin Ltd (NASDAQ: GRMN) was downgraded to Neutral from Buy at Merrill Lynch; they expect Garmin to lose 3% of market share in 2007 as competition brings new devices to market. Further, Merrill believes strong fourth quarter earnings are already priced into shares.

• Buckingham downgraded Harrah's Entertainment (NYSE: HET) to Accumulate from Strong Buy.

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