DEALTALK-Path to any NBC Universal sale full of roadblocks

* Vivendi heading toward decision on NBC Universal sale

* Buyers may be put off by ownership structure, TV network

* Liberty a possible buyer; Time Warner, Comcast unlikely

* Stake value pegged between $4 billion and $5 billion

By Paul Thomasch and Yinka Adegoke

NEW YORK, Sept 21 (Reuters) - French media company Vivendi SA (VIV.PA) will decide whether to unload its 20 percent stake in NBC Universal by early December, setting the stage for a sale that may draw far more headlines than bidders.

General Electric Co (GE.N) owns 80 percent of NBC Universal and, under terms of a deal dating back to 2004, would have the right of first refusal to pick up the other 20 percent should Vivendi exercise its annual option to sell.

But taking full ownership of NBC Universal is unlikely to win favor with GE investors, many of whom have openly questioned why the company is involved in the media business at all. The timing would also raise questions, since GE already has its hands full with efforts to revamp GE Capital.

"I would hope that they wouldn't pay up to take out Vivendi," said Peter Sorrentino, senior vice president and portfolio manager at Huntington Asset Advisors in Cincinnati, which manages assets including GE shares.

"They're going to need that cash flow going forward to keep from having to hit the debt market every time they turn around," he said.

Analysts say Vivendi's 20 percent stake is probably worth $4 billion to $5 billion, a steep price tag when all of CBS Corp (CBS.N) carries a stock market value of $8.5 billion.

If GE does not want to take full control of NBC Universal -- home to a broadcast network, movie studio and a string of cable networks like USA and Bravo -- Vivendi's share could be sold to another media company.

But whether there would be an appetite for such a deal remains to be seen. Media companies have been devastated by the recession and may shy away from acquiring a company that depends on sales of DVDs, theme park vacations and advertising for large chunks of its revenue.

COMCAST, TIME WARNER, AND LIBERTY

Media companies that have the resources, like Time Warner Inc (TWX.N) and Comcast Corp (CMCSA.O), may find an NBC Universal deal involves too many headaches. True, it offers cable networks, which both Time Warner and Comcast are thought to desire.

But one major drawback for both companies is an acquisition would only provide a minority interest, something strategic buyers usually want to avoid. An NBC Universal deal would also saddle Comcast or Time Warner with assets -- particularly a broadcast network -- they may not want.

Time Warner and Comcast both declined to comment.

One possible buyer who wouldn't be dissuaded by a minority stake could be John Malone's Liberty Media Corp (LINTA.O), analysts said. Recently, Malone picked up a minority stake in Sirius XM Radio Inc (SIRI.O) and has done so in the past with Time Warner and News Corp (NWSA.O).

"It's in the realm of possibility but nothing too obvious there," said David Joyce, an analyst Miller Tabak. "He might offer something instead of cash to Vivendi, but I don't know what they would want since they're more interested in video games and international-focused."

Liberty Media declined to comment.

A final option is for Vivendi and General Electric to sell the 20 percent stake in an initial public offering, assuming the market continues to recover. The New York Times reported last week that an IPO appeared the most likely scenario, but analysts say that would open up NBC Universal to a level of investor scrutiny that it has largely avoided under GE.

One European analyst said that given the drawbacks to each scenario, the NBC Universal issue may be put off for another year. Vivendi has the right to exercise its option each fall until 2016 under its original deal with GE.

"There is a lot of talk but I do not think that much will happen soon," said the analyst, who asked to remain anonymous because of the sensitivity of the issue. "GE does not seem to be willing to buy and I do not really see who could buy the NBCU stake at the moment."

Oddo Securities analyst Bruno Hareng, however, is among those who believe in a deal this year. The reason is that a sale would allow Vivendi to buy out minority investors in Canal Plus France, its pay TV business. And unlike NBC Universal, Canal Plus France is viewed as a key business for Vivendi.

Vivendi declined to comment on its plans, though its chief executive said last week that a decision would be made in another 8-10 weeks. GE declined to comment on Vivendi's plans.

(Reporting by Paul Thomasch and Yinka Adegoke; Additional reporting by Scott Malone in Boston, and Dominique Vidalon in Paris)