THE DAY AHEAD: NBCi lacks crown jewels, has fuzzy financials

We can barely contain our yawns over the three-way deal with Xoom.com, Snap.com and NBC to create NBC Internet. Given the lack NBC's crown jewels such as MSNBC and 100 percent of CNBC.com, the fuzzy valuation and the track record of recent old- new-media deals enthusiasm is hard to come by.

Let's start with what NBCi doesn't have -- MSNBC and 100 percent of CNBC.com.

NBCi won't be a guaranteed powerhouse -- especially without MSNBC and only 10 percent of CNBC.com in the mix. Now NBCi will be ranked number 7 in terms of reach and the goal is to be in the top five. Throw in MSNBC and CNBC.com and you probably have a top five slot.

NBCi: A Net player?

Instead, NBCi takes all the "not great" Net properties. Investors may not get too excited about investing in a bundle of so-so properties such as NBC's Interactive Neighborhood, a so-so community (Xoom) and a so-so portal (Snap).

It's just way too so-so to get excited about.

By the way, what was the value of this deal again? Investors still can't get a grip on it. NBC owns the thing, but it's unclear what the exchange rate was for Xoom shares. The value of NBC's assets are also fuzzy. What's 10 percent of an unlaunched CNBC.com worth? Pro forma revenue and profits are also missing in action. Based on Xoom's one-third stake and its market cap, the deal is about $4 billion. We guess.

Too critical? Don't blame us. We're jaded from the Infoseek-Disney deal and the soon-to-be dead USA Networks-Lycos merger. We know. We know. This time network-Internet deal is different.

But once you cut through the "first publicly traded Internet company integrated with a major broadcaster" tagline, NBCi sounds vaguely familiar -- E-mail, content, community and commerce. Yippee.

Xoom (and future NBCi) chief Chris Kitze tried his best to make sure the NBCi deal wasn't lumped in the same category with the USA Networks-Lycos and Infoseek-Disney deals.

But NBCi sounds roughly the same. Throw something together and hope branding does the rest. Forgive us for being gun shy, but rumors are swirling that Go.com looks a lot more like a Disney department than an Internet company.

The NBCi financial nitty gritty, which was largely undisclosed, also resembles past media-Web deals. NBC owns the largest chunk (as it should) and Xoom.com (Nasdaq: XMCM) shareholders get about a third. CNet Inc. (Nasdaq: CNET) gets 13 percent for starting up Snap.com and then unloading it to NBC in a move that was pure genius a year ago.

NBC, like Disney, has the option for majority ownership in their respective ventures. USA, if it bought Lycos, would clearly be in control with Lycos shareholders getting roughly 30 percent of the new company.

Unlike USA-Lycos, Kitze said NBCi would be nothing but Net with strong growth. The new company would have 1999 revenue of $60 million to $70 million. And unlike the Infoseek-Disney deal to create Go.com, NBCi would have the NBC Peacock for branding. Go.com doesn't have the mouse ears yet. Branding is everything, said Kitze.

In the end, however, old media appears to be worth a lot more than new media.

Xoom shares -- the current proxy for NBCi -- only gained about 9 percent Monday. Hardly a ringing endorsement in the land of Net stocks.