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F.C.C. Rules on Ownership Loom in Duel for Univision

The auction for Univision, which is expected to conclude tomorrow when final bids are due, has become focused in recent days on the potential regulatory hurdles that the two suitors who are dueling for control of the company may face, according to people involved in the process.

At issue is whether the two groups — one led by Grupo Televisa, Mexico's biggest media company, and another led by a group of private equity firms that control many media properties — could, should they win the auction, face a challenge by the Federal Communications Commission over foreign ownership restrictions and concentration concerns, these people said.

The Televisa consortium, which is being backed by the Venezuelan media investor Gustavos Cisneros, Bain Capital, Blackstone Group, Carlyle Group, Cascade Investment and Kohlberg Kravis Roberts, is expected to face the most scrutiny because federal regulations prevent foreign entities from owning more than 25 percent of an American broadcaster.

While the group's offer is specifically being structured so that Televisa would own no more than 25 percent of Univision should it win, some Univision executives and advisers are concerned that the F.C.C. could determine that it is still acting as a controlling shareholder because of its influence over the bidding group.

Televisa already owns a stake of nearly 11 percent in Univision, which is the nation's largest Spanish-language media company, with television, radio, music and online operations. Televisa also supplies about 40 percent of Univision's content, including most of its popular prime-time telenovelas, or Spanish-language soap operas.

The other bidding group, which includes Madison Dearborn Partners, Providence Equity Partners, Texas Pacific Group, Thomas H. Lee Partners and Haim Saban, a media investor, could also face a regulatory inquiry. While the F.C.C. rarely considers private equity firms to pose regulatory problems, some members of this group own a series of media properties that could run afoul of ownership rules. For example, Providence Equity owns stakes in Freedom Communications, the newspaper company that operates The Orange County Register, and Providence and Thomas H. Lee own stakes in Cumulus Media Partners, a radio company.

It is possible that the F.C.C. could force the winning group to divest overlapping assets like radio stations in certain areas and broadcast licenses in cities where it owns newspapers. Interestingly, stakes in Freedom Communications and Cumulus are also owned by the Blackstone Group, which is part of the rival bidding group for Univision.

The possibility that the F.C.C. could block a deal and how long it may take the agency to approve a deal is expected to weigh on Univision's decision. The company is expected to fetch as much as $14 billion, or $40 a share. The Friday closing price was $35.75.

Several big media companies, including the Walt Disney Company and CBS, dropped out of the auction.

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