General Electric (NYSE: GE) is playing beat the clock tonight with two different deals, hoping to announce before the U.S. market opens Thursday that it is on the way out of the media business. To make the timing work, GE has to turn tentative plans to acquire Vivendi’s 20 percent for a reported $5.8 billion into a real deal — and it has to put the finishing touches on the deal that will make Comcast (NSDQ: CMCSA) a 51 percent owner of NBC Universal. Then everyone gets to wait all over again, first for regulatory approval that could take a year or more and then, if the deal makes it through, for GE to use its lighted exit path. Or the companies miss this window and we get to wait some more, then start the next watch. (Can’t believe CNBC is missing this countdown clock opp.) Some of the fine print:
— Despite reports that the value of the deal is higher and that Comcast will be paying more cash upfront, I’m told that Comcast and GE will value the deal at $30 billion as planned and that Comcast’s contribution to the new NBCU will still be about $6 billion in cash plus a valuation of its cable assets at $7.25 billion. (Those assets include sports net Versus, E, G4, the Golf Channel and Style.) The company will borrow $9 billion; GE eventually will get some of that cash to buy out Vivendi (EPA: VIV). The plans call for NBCU to use free cash flow to buy out GE at two points over 7 years; if there’s not enough cash, Comcast would have to backstop — ie, put up $2.75 billion midway and another $2.5 billion at the end.
— Comcast COO Steve Burke, the top person at the cable operator with experience in broadcast and cable, will be directly responsible for NBCU within Comcast; Jeff Zucker, who is expected to stay on as the CEO of NBCU after the deal closes, will report to Burke, who reports to Comcast CEO Brian Roberts. As is to be expected since Comcast will own 51 percent, it will hold a majority of seats on the board. For Roberts and Burke, who joined the family-run Comcast as president of its cable operations in 1998, acquiring NBCU in a friendly deal should wipe away the residue of bad taste from ill-fated efforts to go after Disney (NYSE: DIS).
— Vivendi wouldn’t get paid until the Comcast-GE deal closes but GE will have to make a partial payment of up to $2 billion if it drags out too long into 2010.
What remains to be seen is the kind of controls the regulatory agencies might seek as part of a deal. Burke and Roberts have been down this road before, too. Seven years ago, after a year-long process, the two were waiting for approval of the merger with AT&T (NYSE: T) Broadband that catapulted Comcast far ahead of its cable colleagues in size. That deal not only required federal approval — every local franchise authority had to sign off.