[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.