* Virgin Media competes with Murdoch's BSkyB in Britain
* Sources say talks at late stage
* Virgin shares up 19 pct in London, 17 pct in U.S.
* Debt insurance costs rise
By Kate Holton
LONDON, Feb 5 (Reuters) - John Malone's Liberty Global is in late-stage takeover talks with British group Virgin Media over a $20 billion cable deal that would put the billionaire up against old rival Rupert Murdoch.
Virgin Media, the second-biggest pay-TV provider in Britain behind Murdoch's satellite group BSkyB, said on Tuesday saying it had received an approach.
Two sources familiar with the situation said talks were at a late stage and one said confirmation and details of a deal could come on Tuesday.
A deal could reach as much as $24 billion and would give Liberty entry to one of Europe's biggest and most competitive telecom markets, allowing it to apply lessons learned as a pay-TV and broadband provider in 11 other European countries.
It would also put Malone's Liberty in a strong place to challenge Murdoch as cable groups across the region start to assert their authority over traditional telecoms firms with the offer of super-fast broadband and pay-television.
Malone, whose group has 19.6 million customers, came up against Murdoch a decade ago when Murdoch's News Corp. and Liberty Media vied for control of DirecTV Group, the largest U.S. satellite TV broadcaster.
The stand-off ended when both sides backed down. News Corp. sold its one-third stake in DirecTV to Malone's group and Malone sold 16 percent of News Corp that Liberty had acquired, giving the Murdochs fuller control over their company.
Dubbed everything from the Cable Guy to Cable Cowboy and even Darth Vader by former U.S. Vice President Al Gore because of his perceived ruthless style, Malone made his fortune through a series of deals that transformed, and ultimately consolidated, the U.S. cable industry into one dominated by a few big players.
Murdoch's BSkyB leads the British pay-TV market with 10.7 million customers compared with Virgin Media's 4.9 million.
Virgin Media emerged two years ago from years of heavy losses from a costly network expansion. But its cables still only cover half of Britain and analysts see potential for more growth.
For Liberty, those benefits must be weighed against the debt a takeover with cash and stock may entail.
Virgin Media's bond yields rose and the cost of insuring its debt also rose on expectations more debt would have to be raised to finance a deal. It is also rated higher than Liberty Global, which could impact its credit profile.
Virgin Media's shares were up 17 percent in New York and 19 percent in London. Liberty Global fell 3.6 percent. Shares in BSkyB, 39 percent owned by News Corp, were down 1 percent against a higher FTSE 100 index.
The approach for Virgin Media follows a period of stabilisation engineered by chief executive Neil Berkett after a debt restructuring. Virgin Media was formed by the merger of cable groups Telewest and NTL and mobile operator Virgin Mobile in 2006 to huge fanfare led by major shareholder Richard Branson, who still owns around 3 percent of the group.
Its first few years were marred by lengthy and costly legal fights with BSkyB over access to channels and content, which damaged Virgin Media's reputation.
Appointed in March 2008 to turn things around, Berkett shunned that approach, settled the dispute and slowly built up Virgin Media's customer base by focusing on a superior broadband and technology offering.
While that enabled Virgin Media to post its first annual profit in 2011, some argue it has not been aggressive enough in signing up new customers. A deal with Liberty could help Virgin Media push more aggressively into offering its content on smartphones and tablets - a strong area for BSkyB.
Instead of building out its network, the group has bought up 24 percent of its stock. Partly as a result, its shares have risen almost 160 percent since March 2008. They closed at $38.69 on Monday having recovered from a low of $2.96 at the end of 2008 when the financial crisis hit.
They were trading at $45 on Tuesday after confirmation of the talks and Citi analyst Simon Weeden said they could be bought in a range of $41.75 to $47.40. Smaller Virgin Media shareholders who contacted Reuters said they would like "something beginning with a 5".
The group, which has a market value of $12.4 billion and $9 billion debt, sells TV, telephony and broadband and also competes with BT and online firms such as Lovefilm.
Its biggest shareholders are Capital World Investors which own 14.6 percent and Capital Research Global Investors which own 10.9 percent. Virgin Media reports 2012 results on Wednesday.
Analysts at Espirito Santo said a fair enterprise value for Virgin Media would be around $24 billion, although they questioned how Liberty would pay for it. Espirito put Liberty's net debt at 5 times core earnings.
Having dominated the U.S. cable industry, Malone's Liberty has built its presence across Europe by snapping up companies. A deal would bring him an asset he initially tried to control when it was still NTL and Telewest.
An offer is unlikely to face any regulatory objections, analysts say, but it could prompt some interest from private equity groups who have traditionally favoured cable groups.
Liberty's latest big deal came in Belgium where it increased its stake in Belgian operator Telenet to 58 percent.
Citi's Weeden noted the Telenet deal went through at a price of 8.2 times the expected 2013 core earnings. Citi said a valuation of Virgin Media at 7 times that ratio would equate to a share price of $41.75.