* Vivendi to retain 12 pct stake in Activision
* Some of sale proceeds to pay down debt, rest unknown
* Move follows Maroc Telecom disposal, network-sharing deal
* Activision becomes independent again in management buyout
PARIS, July 26 Vivendi agreed to sell most of its stake in Activision Blizzard, the world's largest videogames publisher, for $8.2 billion on Friday, paving the way for a broader split of the French conglomerate's media and telecoms assets.
Vivendi has been looking to sell assets since Chairman Jean-Rene Fourtou said 18 months ago there would be no taboos as it tried to make sense of a diverse portfolio built up in a frantic spending spree under a former CEO Jean-Marie Messier in the late 1990s.
Even so, since the company's aim is to forge a leaner media-focused group, the sale of Activision Blizzard, the largest and most profitable of its entertainment businesses, came as a surprise, as did the price.
Vivendi is selling the shares in Activision, best known for online multiplayer games World of Warcraft and Call of Duty, for $13.60 each, a 10 percent discount to Thursday's closing price.
Chief Financial Officer Philippe Capron said there was too little synergy between video games and its music and pay-TV businesses.
Shares in Vivendi, which was a water company for most of its 160-year history before it spread its wings in the 80s and 90s, have long suffered from a 15-20 percent "conglomerate discount" that reflects investors' lack of enthusiasm for its ill-fitting collection of businesses.
"The board decided the ambitions we have in media did not necessarily require us to hang on to Activision," Capron said.
The company said it would use part of the proceeds to pay off some of its 13.2 billion euros of debt.
Vivendi's ongoing effort to sell its stake in Maroc Telecom to Abu Dhabi-based Etisalat for 4.2 billion euros, announced on Tuesday, will also cut debt.
Since a heavy debt load would have interfered with any plans to spin off French mobile phone operator SFR, Vivendi could finally act on that goal. Capron said Vivendi was now doing a feasibility study on splitting SFR from the rest of the group, which includes Universal Music Group, pay-TV business Canal Plus and Brazilian telecom GVT.
"The disposal will deleverage the group and give us significant financial flexibility that can be put to several possible uses, including splitting off SFR," he said.
He added that a sale of Brazilian telecom group GVT, which failed last year, could be revived. "That would leave us to start regrowing a media-focused group again around Universal Music and Canal."
It is keeping a 12 percent stake, down from 61 percent, and selling the rest back to the company and to an investor group led by the games maker's Chief Executive Bobby Kotick and Co-Chairman Brian Kelly.
Activision shares were up 2 percent in New York, while Vivendi stock closed up 0.5 percent at 16.07 euros, having initially risen nearly 5 percent.
The sale is the fruit of months of talks between the parent company and the management of the video games maker led by long-time boss Bobby Kotick.
In December, they formed a special committee of Activision's independent directors to study how to handle $4.3 billion in cash sitting on the video games maker's balance sheet, according to three sources close to the talks.
Vivendi wanted access to the cash via a dividend or share sale. But Kotick soon told the committee that he was interested in taking back control of the company after six years under French ownership.
The talks, dubbed "Project Khaleesi" after a queen on HBO series Game of Thrones, wavered between the dividend and sale options. For Kotick, securing the financial backing for the deal was not easy, a person close to the talks said, but once he had, Vivendi presented two options to its board.
"The vote was unanimous, even though Vivendi is not getting a change of control premium from the sale of the stake," said a person close to the situation.
"Selling out was the better option because it allows dramatic debt reduction."
Activision said early on Friday it would buy back 429 million shares from Vivendi for $5.83 billion.
An investor group led by Kotick and Co-Chairman Brian Kelly will separately purchase about 172 million Activision shares from Vivendi for $2.34 billion.
The consortium, which will own 24.9 percent of Activision, includes Davis Advisors, Leonard Green & Partners, Chinese web portal Tencent, and investment fund Fidelity Investments.
Kotick, on a call with analysts, emphasised how accretive to earnings per share the deal would be, as well as its tax benefits.
"We expect to emerge from this transaction even stronger than we are today," he said.
Activision said it was advised by J.P. Morgan Securities LLC and law firm Skadden, Arps, Slate, Meagher & Flom LLP.
Vivendi was advised by Goldman Sachs and Barclays, according to people familiar with the matter.