Vivendi Universal sale updates

[BST]

I realize that it's only the first step, but the landscape is definitely getting a little brighter!!

You may, after you check the site:

https://money.excite.com/jsp/nw/nwdt_...&date=20030429





BST

[Micheleh]

Sorry, BST! I had to go to work- I'll post this in News now.

[BST]

Nothing to dance in the street about,...yet.

Check the link for the latest update about the VUE sale (auction):

https://money.excite.com/jsp/nw/nwdt_...&date=20030516


BST

[BST]

Thanks, Michele.


Warriors,

Please post any NEWS updates on the possible sale of Vivendi-Universal here.

I'll add to this thread with the latest news that I find out. (No, I don't have a secret passage to the VUE boardroom, I just read the 'market' news on the web). So, when you find information about the (hopeful) sale, just add it to the mix.

Thanks in advance,

BST

[peter noble]

By Russ Britt, CBS.MarketWatch.com

NEW YORK (CBS.MW) -- Vivendi Universal led major media companies down Monday, as the French-based firm fell more than 3 percent in early trading.
Vivendi (V: news, chart, profile) lost 54 cents to $16.41, or 3.2 percent. Reports said the company was about to sell its Pressplay online music service to Roxio (ROXI: news, chart, profile) for $30 million. Although the news didn't help Vivendi, Roxio got a boost of 75 cents, to $7.65, or 10.9 percent.

Other major media companies in the red included Walt Disney Co. (DIS: news, chart, profile), off 37 cents, or 2 percent, to $18.07. AOL Time Warner (AOL: news, chart, profile) fell 21 cents, or 1.5 percent, to $14.03. Viacom (VIA: news, chart, profile) (VIA.B: news, chart, profile) lost 58 cents, or 1.3 percent, to $45.12. Viacom is a major investor in MarketWatch.com, the publisher of this report.

American depository receipts of News Corp. (NWS: news, chart, profile) slipped by 43 cents, or 1.4 percent, to $29.54. And Metro-Goldwyn-Mayer (MGM: news, chart, profile) was down 24 cents, or 2.1 percent, to $11.46.

[kingfish]

One of the biggest problems is Bonnie. I wonder if they would keep her on or toss her out. Ratings are up.

[jewels]

from BST's last article:
Traders said suggestions that a sale of Vivendi's computer games unit could be wrapped up shortly were also positive.

Fourtou said last month the games division was also up for sale and sources familiar with the situation told Reuters on Thursday that a games deal could be concluded this summer.

wonder what this break up will do to distribution alliances?

[peter noble]

It depends.

Barry Diller is the unknown factor. I think if somehow Barry Diller buys the whole shooting match, then I think Hammer will stay, because Diller hired her.

If the cable networks are sold off to a different company other than the buyer of the film studio, then that'd create problems for the mini. Potentially you'd have a Universal product without an outlet to show it on.

At the moment it's all up for grabs. The more time drags on, the more money Vivendi loses. A sale must happen soon IMO.

It's going to be very interesting to watch!

Peter

[JSC1]

But they probably won't be up for the long haul. And I think if the new buyers have good buisness sense they will try for a long haul approach instead of going for the short return, which is what Hammer seems to be going for.

Unfortunately for a lot of 'short term' approaches the money is usually gone tomorrow and the networks find themselves back at square one. New buyers are probably aware of the ill will felt by the fan base of Sci-fi and realize that this could only get worse as time goes by.

Right now who knows.

[repcisg]

Wait and see is all we can do at the moment.

Diller is out of the picture, he cannot raise the money.

Liberty Medial also appears to be out of it.

The big hangup seems to be back taxes, and who pays them. But fourtue has said he wants it all done by August.

[BST]

The thing that concerns me the most, after finding out who the buyer will be, is how long this thing will take to be wrapped up. Any sale of this type goes through the scrutiny of the various US regulatory agencies for anti-trust concerns, etc. This, alone, will be somewhat time-consuming but, the other wrinkle is that the EU (European Union) will probably have to give its blessing as well, since Vivendi is a European based company.

Depending on who the buyer is, these "hurdles" could be overcome very quickly but, if it's Viacom, expect it to take a while unless they would spin off Universal as an independent company. Reason: they own Paramount, adding Universal to the mix would probably not be approved.

I don't want to be like a wet blanket but, I don't think this will be wrapped up before the year's end. Although stranger things have happened!!

Keeping arms, legs, fingers, toes AND eyes crossed,

BST

[repcisg]

One thing the council needs to consider, when Universal is soled, the buyer will have an amount of money set aside to cover the cost of layoffs and shutting down of projects not wanted. This is how Tom’s project was written off.

It might be possible the new owners will take the opportunity to do the same with RDM, with a little help.

This account is tax deductible so they will want to spend it all.

Just a though.

[peter noble]

Vivendi Universal is bringing Goldman Sachs on board to help advise the French-American media group on bids for its U.S. entertainment assets, a source familiar with the situation said Monday. The source said Vivendi's current adviser, Citigroup Inc., would continue to lead the sale but Goldman Sachs was being brought in to help field offers for assets that include Universal Studios and cable television's USA Network. Vivendi declined to comment. Goldman, which has advised Vivendi on transactions in the past, also declined to comment. Vivendi chief executive Jean Rene Fourtou announced plans last month to sell the group's U.S. business, Vivendi Universal Entertainment, and the computer games division as part of a move to focus on telecoms and cut huge debts which brought the company close to collapse last year. (Reuters)

[Micheleh]

"Diller is out of the picture, he cannot raise the money."

Thank the gods! That fool has no clue what science fiction is.

"One thing the council needs to consider, when Universal is sold, the buyer will have an amount of money set aside to cover the cost of layoffs and shutting down of projects not wanted. This is how Tom’s project was written off."

This is exactly why we have been saying that it is important to ignore Moore and the Miltonites and concentrate on other battles. In the end, everything they claim can be rendered meaningless by this sale. We need to be prepared for that.

[peter noble]

By Noah Barkin and Merissa Marr
PARIS/LONDON May 21 (Reuters) - Vivendi Universal said on Wednesday its vice chairman, Edgar Bronfman Jr., was leading an effort to buy back the U.S. entertainment assets he sold to the French-American media group three years ago.

Vivendi said it was suspending Bronfman Jr. and his father from the board after the vice chairman informed the company he planned to head a consortium of potential buyers for assets including Hollywood's Universal Studios.

Vivendi Chairman Jean-Rene Fourtou announced plans last month to sell the group's U.S. assets to cut debt, saying it was "illusory" to think the firm could run a U.S. empire spanning Universal Studios, theme parks and cable TV from Paris.

In an interview with Wednesday's Wall Street Journal, Bronfman Jr. said his consortium would include U.S. cable operator Cablevision Systems Corp., which would contribute cable networks and take a 25-33 percent stake.
Cablevision declined to comment, but a person familiar with the matter told Reuters that Cablevision was expected to participate in the bid.

Bronfman Jr. told the newspaper his family would contribute cash to an offer, while U.S. bank Wachovia Corp.'s Wachovia Securities would put together debt financing as would U.S. brokerage giant Merrill Lynch & Co.

Merrill would also advise on the deal, and the Journal cited sources as saying the bank was also considering taking a stake. A spokesman for Merrill Lynch declined to comment.

"These businesses belong together and I want to keep them intact. I built these management teams and helped them build the businesses. I know there is more value out there," Bronfman Jr. told trade daily Variety in a separate interview.

Vivendi shares were up 5.3 percent at 14.63 euros at 0930 GMT, outperforming the media sector with the DJ Stoxx pan-European media index down 0.8 percent.

FULL CIRCLE

The Bronfman family sold their Seagram media and entertainment assets including Universal Studios and Universal Music to Vivendi in 2000 amid a media merger frenzy sparked by the deal between AOL and Time Warner But under the leadership of former Vivendi chief Jean-Marie Messier, the family lost a huge part of their investment and Vivendi came close to collapsing under its huge debt pile. Bronfman Jr. was instrumental in Messier's ouster.

Bronfman Jr. told the Wall Street Journal he was interested in bidding for assets including Universal Studios, Universal Music and the USA and Sci Fi cable television networks.

Vivendi has not officially put Universal Music up for sale, but sources close to the company say it would consider bids for the music company, which ranks No.1 in the world.

Sources close to the matter told Reuters on Tuesday Vivendi was in talks with four or five groups on the sale of the U.S. business and a deal could be signed as early as this summer.

"Vivendi Universal is in open discussions for the disposal of parts of its American assets," the French-American company confirmed in a statement on Wednesday.

Vivendi had already said it has held talks with U.S. media group Viacom and Texan oil billionaire Marvin Davis. U.S. cable group Liberty Media also told its investors earlier this month it is interested in some of the assets.

However, Davis is the only one so far to step forward with an offer for all the assets plus Universal Music.

(additional reporting by Daniel Sorid in New York, Caroline Brothers in Paris)
Copyright 2003, Reuters News Service

[peter noble]

Vivendi targets summer exit from entertainment biz

Tue May 20, 2003 01:32 PM ET
By William Emmanuel

PARIS, May 20 (Reuters) - Vivendi Universal is in talks with four or five groups on the sale of its U.S. entertainment business and a deal could be signed as early as this summer, sources close to the matter said on Tuesday.

The enterprise value of the business -- stretching from Universal Studios to cable TV channels and theme parks -- is estimated around 15 billion euros, or just enough to wipe out the post-expansion debts of parent Vivendi Universal EAUG.PA .

Vivendi confirmed last month it was selling the U.S. entertainment assets acquired from Seagram in 2000 and quitting Hollywood to haul itself out of debt. It is keeping telecoms and leaning towards keeping its U.S.-based Universal Music business.

"The sale represents such a weight of capital that the new Vivendi Universal would be an 18 billion euro group with positive operating earnings and no debt. The group would immediately win back investment grade status on the markets," a person involved in the talks said, asking not to be named.

"There is a buzz going round on VUE because people are realising these are best communication assets currently up for sale. Four or five people are interested. If everything goes to plan a deal could be signed by the summer or in September."

Vivendi also hopes to sell its computer games around the same time as entertainment, sources added.

Liberty Media L.N , Viacom VIAb.N and General Electric's GE.N NBC television network are all said to be interested in at least part of Vivendi Universal Entertainment, the U.S. subsidiary grouping the showbiz and theme park assets on sale.

They join Texan oil billionnaire Marvin Davis, who last year bid $20 billion for VUE plus Universal Music, including assumed debt, in chasing all or part of the fallen Vivendi empire.

Liberty wants the whole slate of assets on sale to reduce the holding company discount on its stock, while Viacom is interested in combining Universal Studios with its Paramount Studios -- though that may raise regulatory issues.

NBC is interested solely in the cable TV assets that previously belonged to USA Networks, sources said. Investment fund Blackstone is meanwhile after the theme parks.

Vivendi declined comment.

Reflecting the possible list of bidders, Vivendi has hired Goldman Sachs as a second bank involved in selling the assets alongside Citigroup, it emerged on Monday.

Complicating the sale process are tax liabilities inherited from the original deal that merged the entertainment assets of Barry Diller's USA Interactive with Vivendi's U.S. arm in late 2001.

Vivendi has not ruled out selling the whole parcel of assets and buying part of it back to try to avoid any fiscal consequences, a move U.S. tax authorities might block.

Despite apparent optimism in the Vivendi camp, financial analysts have so far been fairly prudent about the sale of VUE, saying the complexities surrounding it give little visibility.

"It's a relatively complicated dossier. Vivendi Universal will perhaps be tempted to pre-announce deals. There could be some time before cash comes into the bank," a sector specialist at a Parisian brokerage said.

[repcisg]

Bronfman Family
Backed by:
Bronfman Trust
Cablevision Systems Corp 25-33% stake
Wachovia Corp.'s Wachovia Securities
Merrill Lynch & Co

Marvin Davis
Backed by:
?
Has offered $15 Billion + will take $5 Billion of debt

Liberty Media
Backed by:
Brian Diller?
?

General Electric's NBC
Backed by:
?

Viacom
Backed by:
?

[peter noble]

Hints of a Bid Forming for Vivendi Units
By GERALDINE FABRIKANT and ANDREW ROSS SORKIN

dgar Bronfman Jr. is trying to put together a group to buy back many of the entertainment properties his family sold to Vivendi in a deal that turned sour, according to several executives close to the negotiations.

Among those mulling whether to join Mr. Bronfman in bidding for the Vivendi Universal assets, these people said, are Cablevision Systems, one of the nation's largest cable operators, and several private equity firms, including Quadrangle, led by Steven Rattner, a member of the Cablevision board. Among the other private equity firms that Mr. Bronfman has approached, the executives said, are Providence Equity; Kohlberg Kravis Roberts; and the Blackstone Group, which is said to be interested in acquiring the half-stake in Universal's theme parks that it does not already own.
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People close to the negotiations emphasized yesterday that there was no firm group of investors aligned with Mr. Bronfman, who remains on the board of Vivendi Universal, and that an organized bid might fail to materialize. Mr. Bronfman did not return calls; Cablevision and Quadrangle declined to comment.

"There are people saying to Edgar that they are interested, but that is about it," said one executive whose firm was approached. "But it is an extremely low probability that the deal gets done."

Vivendi Universal, weighed down by a heavy debt load, has said it wants to sell its American entertainment assets, and next week the French company is scheduled to begin the due diligence process, by meeting with two possible bidders, NBC and Viacom.

The properties include Universal's film and television studios, theme parks and music company, which is the nation's largest, as well as the USA Networks and Sci-Fi Channel cable services.

The week after next, both Liberty Media and a group led by the entrepreneur Marvin Davis will meet with Vivendi Universal officials.

As of yesterday, however, the Bronfman group was not on the schedule.

A purchase of all the entertainment assets would cost $15 billion to $17 billion, not including $5 billion in debt. Vivendi has indicated that it would like to complete a sale by early summer. It was not clear how Mr. Bronfman would raise the necessary financing.

One person who has worked with Mr. Bronfman said that if he succeeded in reacquiring the entertainment properties, he might want to oversee the music business, which is his first love.

In 1994, Mr. Bronfman was instrumental in having Seagram, his family's business, purchase MCA Inc., the parent of Universal Studios, from Matsufelgercarba of Japan. He then arranged the sale of the Universal properties in 2000 to Vivendi, a French water utility whose chief executive, Jean-Marie Messier, was intent on converting it into a global media company. The Vivendi experiment collapsed as the Internet bubble deflated, at a huge cost to big shareholders like the Bronfmans.

James L. Dolan, the president of Cablevision and son of the company's founder, Charles Dolan, told several people yesterday that his firm was interested in acquiring Vivendi's cable networks.

Cablevision has a heavy debt burden, but Aryeh Bourkoff, a media analyst at UBS Securities, said such a deal could make sense at the right price.

Still, Cablevision has been disposing of properties lately, not buying. It has sold Bravo, the cable network, to NBC, and there has been market speculation that Cablevision might sell American Movie Classics to Viacom.

It was not clear yesterday whether Cablevision also wanted Vivendi Universal's television production business. Nor was it clear which of the parties in a possible bid wanted to take over Universal's film studio.

Barry Diller, the chief executive of USA Interactive, could also jump into the bidding for the Universal properties, some of which he earlier transferred to Universal in a complicated deal with Mr. Bronfman. But he has told his investors, who want him to focus his attention on USA Interactive's Internet operations, that he would not make a move unless it seemed "opportunistic" to do so.

Mr. Diller and his firm have investments in Vivendi Universal Entertainment. Still, several industry experts said Mr. Diller might ultimately join Liberty Media's chairman, John C. Malone, in a bid, with an eye toward taking over management of the entertainment assets.

Late last week, Vivendi hired Goldman Sachs to work with Citigroup's investment banking unit in handling the sale.

[BST]

Another update:

https://money.excite.com/jsp/nw/nwdt_...&date=20030522

[peter noble]

Vivendi rolls out roadshow to lure bidders

By Peter Thal Larsen in New York and Tim Burt in London

Published: May 22 2003 21:51 | Last Updated: May 22 2003 21:51

Vivendi Universal will next week hold a series of presentations for potential bidders for its movie, music and cable television units as the auction of the French group's US entertainment assets gathers speed.

The presentations, which are due to be held in New York and Los Angeles, will clear the way for preliminary, non-binding offers for all or part of Vivendi Universal Entertainment. People involved in the auction said first-round bids would probably be due before the end of June.

The field of potential bidders increased this week when Edgar Bronfman Jr, former chief executive of Seagram and a Vivendi board member, indicated he was assembling a consortium to make an offer.

Mr Bronfman will have to compete with several well-capitalised media groups and financial investors, many of which have been circling Vivendi since the distressed group began exploring a sale last year.

Those bids will be reviewed by Citigroup, lead adviser on the disposal. The investment bank is understood to be preparing a data room, which will make detailed financial information available as part of its due diligence.

All bidders will have to navigate a minefield of legal and tax problems that have limited Vivendi's room for manoeuvre. They will also have to deal with Barry Diller, the US media entrepreneur, who effectively has a veto over any changes to Vivendi Universal Entertainment, the holding company that houses the movie studio, cable channels and theme parks.

Jean-René Fourtou, the chief executive who was brought in last year to solve Vivendi's financial crisis, has said the company will raise at least €7bn ($8.2bn) from disposals to cut debts.

Viacom, the media group, and NBC, the media division of General Electric, are thought to be interested in the cable channels. Liberty Media, the investment group controlled by John Malone, and MGM, the independent movie studio, are preparing separate proposals.

Marvin Davis, the US billionaire, has made a financial offer for a majority stake in all the assets, including Universal Music, the world's largest music company. Mr Bronfman's offer is expected to be similar in structure, although the Seagram heir has been joined by Cablevision, the cable group, which is offering to contribute its cable television channels in return for a minority stake.

Mr Davis and Mr Bronfman are expected to propose leaving Vivendi with a large minority stake in the entertainment businesses. This would reduce the amount of cash they need to raise to finance the offer, while allowing Vivendi to avoid a large tax liability which would arise if it sold out entirely.

[peter noble]

Bronfman's hunt for Vivendi assets is 'all about image'

By_BRIAN MILNER
Monday, May 26, 2003 - Page B2

When asked if Edgar Bronfman Jr. is capable of mounting a serious bid to reacquire the entertainment assets of Vivendi Universal, the veteran Hollywood player couldn't help laughing.

"There isn't anybody who is a serious player who is going to give Edgar $15-billion [U.S.] and let him run that show," said the knowledgeable source, whom we'll call Deep Guffaw.

He also laughed at the prospect that Mr. Bronfman was somehow seeking redemption for the disastrous deal that put those very assets in Vivendi's hands in the first place and ultimately destroyed a considerable chunk of one of the world's great family fortunes.

"This is designed to make Edgar more viable in the set that he travels in," said Deep Guffaw, who travels in some of the same circles. "Announcing that you're a player with no backing doesn't get you anywhere on Wall Street. But it does make you a player again with the people you have lunch with at the [Four Seasons] Grill Room. For Edgar, it's all about image now."

Mr. Bronfman went public last week with the dramatic news that he was lining up financial and strategic partners to join the bidding for the Universal part of Vivendi.

This was the first clue that this exercise may be more about appearance than business. Mr. Bronfman is normally a secretive type who prefers not to discuss his investment plans in the media.

Yet there he was, granting interviews to carefully selected newspapers and relying on his veteran spinmeister to get the word out to others that he is indeed deadly serious and that he expects to be in charge when the deal's done. "I would not be pursuing this if we did not have a serious chance of winning," he told the august Financial Times.

He said his family would be putting cash into the deal but would not say how much. By family, he generally means himself and his doting father, Edgar M. Bronfman.

Most of the other Bronfmans want nothing more to do with his ventures after the bath they have taken since selling the family's fabled Seagram empire to Vivendi and its hugely ambitious chief, Jean-Marie Messier, in an all-stock deal in December, 2000. Even if he kicks in his family's remaining small stake in Vivendi Universal, he would still have to come up with billions in debt or equity financing.

By now the story of how Mr. Messier's schemes drove Vivendi Universal to the brink of oblivion is well known -- as is Mr. Bronfman's key role in the board revolt that led to his ouster last year.

Jean-René Fourtou, the veteran French executive who was brought in to salvage the company, has no choice but to sell the entertainment holdings to meet his goal of eliminating more than $18-billion worth of debt by the end of this year. His intention is to auction Vivendi Universal Entertainment (VUE), which includes the Hollywood movie studio, television arm, U.S. cable channels and theme parks, to a single bidding group, likely by this summer. But he wants to retain the huge music division, which Mr. Bronfman covets.

The Bronfman camp says Merrill Lynch is on board as an adviser and Cablevision Systems, a major New York area cable company, could end up as a strategic partner, contributing its cable channels to the mix in exchange for equity.

Intriguingly, Cablevision is run by Jim Dolan, the spotlight-loving son of the company's founder, who has presided over a sharp decline in its fortunes. Its less-than-stellar investments include the hapless New York Rangers hockey team.

For past corporate efforts, both Messrs. Dolan and Bronfman had the dubious distinction of making Business Week's list of the 20 worst managers of 2002. This prompted the following New York Post headline last week on their proposed joint bid: "Call 'em dumb and dumber."

Other potential buyers with better track records and deeper pockets include Viacom's Sumner Redstone, General Electric's NBC, Metro-Goldwyn-Mayer, retired oilman Marvin Davis and the potent combination of Liberty Media boss John Malone and Barry Diller, briefly the chairman of VUE and a darling of Wall Street for his money-making acumen.

A Malone-Diller combination is regarded as having the inside track. Mr. Malone is a much bigger Vivendi shareholder than the Bronfmans. Mr. Diller has the right to veto major changes in the entertainment arm, one of his demands when he folded his company's cable, TV and movie assets into Vivendi Universal last year. And both have filed sizable lawsuits against the company that would likely have to be resolved as part of any deal.

Whether Mr. Bronfman's proposed bid is more about social standing than reality or is actually a shrewd move to light a fire under an ineptly handled auction process that has so far gone nowhere remains to be seen.

But this much is likely. Sometime this summer, Mr. Fourtou and his Bronfman-less board (both Edgar Jr. and his father have stepped aside until the matter is settled) will likely pick a suitor at a lower price than the company wants.

What then emerges could be much like the old Vivendi, a largely debt-free utility, with a lucrative telephone business replacing water as a rich source of cash. That could prove a far better deal for the Bronfmans than a debt-laden effort to reacquire a bunch of entertainment assets most of the family never wanted in the first place.

[BST]

Originally posted by Peter Noble

A Malone-Diller combination is regarded as having the inside track. Mr. Malone is a much bigger Vivendi shareholder than the Bronfmans. Mr. Diller has the right to veto major changes in the entertainment arm, one of his demands when he folded his company's cable, TV and movie assets into Vivendi Universal last year. And both have filed sizable lawsuits against the company that would likely have to be resolved as part of any deal.

This combination should definitely NOT be overlooked. While I'm not that familiar with Barry Diller's track record, I do know that John Malone is a very shrewd businessman. He has a knack for being in the "right place at the right time". The "other baggage". i.e., veto rights, lawsuits, etc. just strengthen their hand. It would not surprise me in the least to see Malone-Diller 'winning' the auction (and for less than has been bid so far).

BST

[peter noble]

It certainly seems that Mr Diller isn't out of the fight yet, which could be bad news for us, as he was the one who hired Hammer.

Peter

[BST]

Peter,

Are you feeling OK? You look a little GREEN.

[peter noble]

No, I'm definitely in the PINK!

https://custom.marketwatch.com/custom...4&alias=/ht/nw

https://money.excite.com/jsp/nw/nwdt_...&date=20030522

[BST]

Diller speaks:

https://money.excite.com/jsp/nw/nwdt_...&date=20030529

[BST]

as another property is sold:

https://money.excite.com/jsp/nw/nwdt_...&date=20030602

Although this particular property does not directly play into BSG, it's sale and others can be viewed as a prelude to the big kahuna!

(Ann.....tiss.....uh.....pay......shun)....

BST

[jewels]

Here's the article:
NEW YORK (Reuters) - An investor group led by the privately held Gordon Brothers Group LLC and Palladin Capital Group Inc. on Monday said it had purchased specialty gift shop Spencer Gifts LLC from Vivendi Universal Entertainment for an undisclosed amount.

Gordon Brothers, a Boston-based retail finance and asset management company, and Palladin, a New York-based merchant bank, said they have hired Steven Silverstein, the former president of Linens 'n Things, to head the chain, which is based in Egg Township, New Jersey.

The transaction comes amid a larger effort by Vivendi Universal (V) (EAUG), the debt-laden media and entertainment conglomerate, to raise cash by shedding assets in the United States.

Spencer boasts more than 700 specialty gift and Halloween shops in the United States, Canada and the United Kingdom, and generates about $400 million in annual revenue.

©2003 Reuters Limited.

[peter noble]

Vivendi Universal Vows Assets Won't Go Cheap
Tue Jun 3,10:24 PM ET

Add Entertainment - Reuters Industry to My Yahoo!

By Georg Szalai

NEW YORK (Hollywood Reporter) - Vivendi Universal is happy with the level of interest in its entertainment assets but will not sell them at fire-sale prices after having strengthened its financial profile in recent months, chief financial officer Jacques Espinasse said here Tuesday.

In what some observers described as a warning to potential acquirers not to submit low-ball bids, Espinasse said the company is keeping open the option of a spinoff of its Vivendi Universal Entertainment operation in an initial public offering should the conglomerate fail to receive satisfying offers.

The executive spoke at the Deutsche Bank Securities Media Conference just as the divestiture process is moving into its final phase.

Saying Vivendi already has wrapped up about $9 billion of a planned $16 billion in asset sales, the executive said the company has strengthened its balance sheet enough to hold out for a good offer.

"Cash is not our problem anymore," he said. "We are -- as you say in America -- over the hump."

He went on to describe the expression of interest from the different parties as "quite strong."

As a result, Vivendi now has the time, the organized process and the competition among bidders that is necessary to fetch a "a very good price" for its entertainment properties, Espinasse said.

Vivendi this week is scheduled to wrap up its management presentations to potential bidders for its film, TV, music and theme park businesses. Interested parties include Viacom Inc., NBC, John Malone's Liberty Media, oil billionaire Marvin Davis and a consortium led by Edgar Bronfman Jr.

The potential bidders have been mum in recent days as they further evaluate Vivendi's businesses and their options.

Sources familiar with the situation said Bronfman has in recent days continued discussions with private equity firms to join him, Cablevision Systems and financial services firms Wachovia Securities and Merrill Lynch in a broad-based bid for Vivendi Uni's entertainment assets.

Davis and Bronfman have expressed an interest in Vivendi Universal Entertainment (VEU) and the separately organized Universal Music Group, while Liberty has focused its interest on VUE. Viacom and NBC, meanwhile, are looking to acquire Vivendi's TV operations, which include cable TV networks Sci Fi and the USA Network.

Bidders also differ in their interest in Vivendi's theme park and video game units, Espinasse said Tuesday.

Overall, the executive echoed that not only do different players have different interests, but that different deals would also have different tax and regulatory implications, which Vivendi Uni will take into account when weighing bids.

Espinasse also said investors have sometimes overemphasized the tax liabilities given that they are negligible if Vivendi Uni plays its cards right.

"If we do it in a stupid way, that is true," he said when asked about a $2 billion tax obligation that could be triggered by a VUE sale. "But if we do it smartly, it is completely wrong."

For example, he reiterated that certain scenarios, previously described by sources, can circumvent tax payments, particularly an outright sale of VUE in its entirety.

This scenario could even be followed for the short term to pull off a smaller transaction without negative effects, Espinasse said.

"If we sell to someone interested in just the TV assets, we could (sell them all of VUE and then) buy back the theme parks and studios," he explained, indirectly confirming a scenario that Wall Street observers have been discussing.

Espinasse also once again rejected a claim by USA Interactive and its CEO, Barry Diller, former head of VUE, that Vivendi Uni must pay them as much as $620 million in tax obligations.

Describing the claims as a negotiation tool in the current sales process, Espinasse said: "We have quite the ability to resist, and so we are resisting."

He also said a $400 million tax obligation can be triggered if Vivendi Uni sells all of VUE and UMG at the same time before Dec. 31, 2005, based on the merger agreement between Vivendi Uni and Seagram, formerly led by Bronfman.

While Vivendi management has previously never commented on this tax issue, Espinasse hinted Tuesday that a sale of both assets to the same bidder could simply be completed with a time delay.

Similarly, Vivendi Uni could hang on to UMG for another year and a half, he said.

Wall Street observers have suggested that Bronfman could offer to take care of these tax liabilities if he wins the bidding war.

Vivendi management, meanwhile, has been positively surprised by the entertainment assets' operating momentum at a time of divestiture talks, Espinasse said in plugging the conglomerate's financial performance.

For example, recent film release "Bruce Almighty" has already taken in more than twice the boxoffice receipts that Vivendi Uni had budgeted, he explained.

Vivendi shares have performed strongly since chairman and CEO Jean-Rene Fourtou publicly admitted last month that he was looking to sell the entertainment operations. Investors and analysts seem to be satisfied with the way Vivendi Uni has moved ahead and managed the sales process.

In Paris trading, shares of Vivendi Uni fell 0.5% on Tuesday to 15.85. American depositary shares fell 0.2% to 18.56.