Two issues are holding up the discussions, sources say. First is the transaction's complexity -- it has a number of interlocking components, including debt, cash and other assets. Second is GE's (GE) ongoing talks to buy Vivendi's (VIVEF) 20% NBC Universal stake, upon which any deal with Comcast (CMCSA) depends.

Over the weekend, the Associated Press adopted the stance that an agreement is a fait accompli, waxing rhapsodically about NBC's glory days and the grand legacy of the Peacock Network, an entertainment company that defined so many of the familiar rituals that once were TV's standard operating format: Today, The Tonight Show, the evening news.

Once-Scorned, Now the Leader

How fitting that NBC, perhaps the most distinguished TV brand in the world, would become controlled by Comcast, a company that provides TV programming on cable -- a medium that was once once scorned by the legacy networks, but now appears to have supplanted their one-time dominance. In a way, Comcast's deal to buy a controlling stake in NBC Universal represents one of the final nails in the coffin of the Big 3 networks' 50-year monopoly of the TV business.

Among the complex deal's basic outlines are the following. Comcast will contribute cash and its cable channels. GE will raise several billion dollars in debt and buy out Vivendi's 20% stake. GE will then sell 51% of its newly full ownership stake to Comcast. GE will contribute the NBC Universal assets and pass on to the joint venture some additional debt.

The deal will value NBC Universal at "about" $30 billion, but that could change as the final valuations of the various components are hammered out, according to a source with knowledge of the talks.

It's entirely possible that NBC Universal chief Jeff Zucker, as well as "a good portion of their management team" -- could stay on to run the joint venture, but it's too early to know for sure, and no decisions have been made.

A Sweet Deal for Comcast

The acquisition would be a big win for Comcast, which provides cable and broadband service to one-quarter of American households in 39 states, moving it a step closer to the dreamed-about unification of a high-quality content factory with a vast network to broadcast it on, in multiple formats.

Comcast executives, led by CEO Brian Roberts, the son of the company's founders, are sure to be particularly pleased at the price, because Comcast didn't need to pay for 100% of the asset to gain control of it -- only 51%. The sources point out that a review by the Federal Communications Commission and either the Federal Trade Commission or Justice Department would be typical in a media merger of this size and magnitude.

Officials at cable leader Comcast expect regulatory scrutiny that could result in conditions, according to people familiar with the company's thinking.

As Glenn Manishin, a former antitrust counsel and trial attorney at the Justice Department's Antitrust Division, told DailyFinance six weeks ago: "It's virtually guaranteed that FCC regulators would review this deal. This could be a signature case for Chairman [Julius] Genachowski to demonstrate the principles he enunciated when he was confirmed."

A Battle to Influence Public Opinion

Washington, D.C.-based interest groups, led by Free Press, are calling on the the government to block the deal, saying it would put too much corporate power in Comcast's hands. "The only beneficiaries of this deal are the industry titans who already enjoy too much market power," Free Press Executive Director Josh Silver said in a conference call with reporters. Other opponents of media consolidation are also howling for federal regulators to scrutinize the deal with a fine-tooth comb.

Indeed, the deal as proposed may not the be the deal that gains government approval. But rest assured: Both Comcast and interest groups are lining up to influence the process as much as possible. Remember, this is a deal that's going to affect TV stations in markets throughout the country. So get ready to read about why you should support -- or oppose -- this megamerger in your local paper.

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