M&A

13 November, 2009

UPDATE 1-GE, Comcast agree on NBC Universal JV board-source

* Comcast to have majority seats on board-source

* GE, Vivendi talks continue-source

* Deal unlikely this weekend-source (Adds details, background, byline)

By Jui Chakravorty

NEW YORK, Nov 13 (Reuters) - General Electric Co (GE.N) and Comcast Corp (CMCSA.O) have agreed on the structure of the board for the proposed joint venture with NBC Universal, a person familiar with the matter said.

Comcast will have the majority of seats on the board, the source said, but could not give other details.

GE and Comcast are unlikely to reach a deal on the venture this weekend, two people familiar with the matter said, as GE is still in talks with Vivendi SA (VIV.PA) to buy the French company's 20 percent stake in NBC Universal.

Vivendi is still negotiating to get the best value for its investment, the person said.

GE, which currently owns 80 percent of NBC Universal, has been in talks with Comcast to sell it a 51 percent stake in a proposed joint venture that would also house the cable networks now belonging to Comcast.

They recently agreed to value NBC Universal at about $30 billion, sources previously told Reuters.

Comcast declined to comment. NBC Universal was not immediately available for comment.

GE and Comcast have ironed out several of the issues in the past few days, agreeing on valuation, top management and exit provisions for GE, sources have told Reuters.

NBC Universal CEO Jeff Zucker has been picked to head the proposed joint venture. Peter Chernin, the former president of News Corp (NWSA.O) who has been advising Comcast and was expected by some to lead the new entity, will not be on the board, the source said.

VIVENDI TALKS SLOW

GE's talks with Vivendi, which has to agree to a GE-Comcast deal, have been progressing, but "going slow," many sources said this week.

Every year between mid-November and mid-December, Vivendi has to decide whether to exercise its "put" option to sell its NBC Universal stake.

This year, Vivendi is eager to dispose of its stake, which it acquired as part of a 2004 deal to create NBC Universal, and is negotiating the valuation with GE, sources have said.

As part of the proposal, NBC Universal would become a joint venture, 51 percent owned by Comcast and 49 percent by GE. Comcast would contribute around $4 billion to $6 billion in cash, as well as its collection of cable networks.

The new company is expected to be able generate cash to pay down $9 billion in debt that would be added to its books as part of the deal. It would use that debt to buy the rest of the company from GE.

GE has negotiated a redemption option that would give it the right to redeem all or part of its stake in the new company in exchange for cash at the three-and-a-half year mark and at a seven-year mark, sources have said.

The terms of the deal allow Comcast's cash payment to be determined partly by NBC Universal's financial performance. If the unit's performance worsens between the signing of the deal and the closing, Comcast could end up paying less, sources previously told Reuters. (Additional reporting by Michael Erman and Yinka Degoke; editing by Tiffany Wu, Andre Grenon and Leslie Gevirtz)

Source: http://www.reuters.com