While there are signs of a thawing of the credit crisis, the fact remains that getting financing for deals is no easy feat. Along those lines, HTLH Corp. (NASDAQ: HLTH) and WebMD (NASDAQ: WBMD) announced this week that they are terminating their $2.31 billion merger deal.

Interestingly enough, HLTH already has an 84% stake in WebMD. In other words, HLTH had lots of leverage in the proposed transaction.

But, of course, it wasn't enough.

There is some good news, though; that is, by not having to take on debt, HLTH and WebMD will have some flexibility in buying other companies. With the recent plunge in equities, there are certainly many compelling bargains.

However, HLTH still has some issues. The company has to manage $650 million in long-term debt (WebMD, on the other hand, has $340 million in the bank and has no long-term debt). What's more, the company is having trouble with the sale of its Porex division. So, to make up for things, HLTH plans to buy back up to 50 million shares for $9.20 a piece.

Based on the news, HLTH shares fell 13% to $7.96 and WebMD's shares spiked 26% to $19.10.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Streetsmart Guide to Short Selling: Techniques the Pros Use to Profit in Any Market. He is also the founder of BizEquity, a valuation website.

MOST NOTEWORTHY: Total SA, HLTH Corp, Aflac First Solar and Town Sports were today's noteworthy upgrades:

• Citigroup upgraded Total SA (NYSE: TOT) to Buy from Hold following the company's Q3 results. JP Morgan upgraded shares to Overweight from Neutral, as they believe the company's Q3 results underlined the strength of exploration and production growth prospects versus peers.
  
• Friedman Billings raised its rating on HLTH Corporation (NASDAQ: HLTH) to Outperform from Market Perform following the company's proposal to merge into WebMD Health Corp (NASDAQ: WBMD) for a combination of cash and stock.
  
• The firm also added shares of Aflac (NYSE: AFL) to its Top Picks List, as they believe Aflac is the only high quality, defensive growth story in the Life Insurance sector.
  
• CIBC upgraded shares of First Solar (NASDAQ: FSLR) to Sector Outperformer from Sector Performer following the Q3 upside and set a $230 target on the stock.
  
• Banc of America upgraded shares of Town Sports (NASDAQ: CLUB) to Neutral from Sell on valuation as they believe the downside risk is now priced into the stock.

OTHER UPGRADES:

• Credit Suisse upgraded Nortel Networks (NYSE: NT) to Neutral from Underperform.
  
• Merrill upgraded Lincoln National (NYSE: LNC) to Buy from Neutral.
  
• Tyson Foods (NYSE: TSN) was raised to Market Perform from Underperform at Wachovia.