LONDON, June 27 (Reuters) - European broadcaster RTL

Group said on Friday it would buy Sky Deutschland, in

a deal that combines Sky's sports and streaming offerings with

RTL's news and entertainment brands to create a business with

11.5 million paying subscribers.

The deal includes a 150 million euro ($176 million) upfront

payment plus a variable component of up to 377 million euros -

provided RTL's share price exceeds 41 euros - which Sky parent

Comcast ( CMCSA ) can trigger any time within five years.

The purchase gives RTL, which is majority-owned by German

media group Bertelsmann, local access to Sky's premium

sports rights including Bundesliga and Premier League soccer,

and Formula 1 motor racing, as well as Sky's WOW streaming

service.

A person familiar with the situation said RTL had approached

Sky for the deal, and that Sky was not looking to sell any other

part of its business.

RTL Chief Executive Thomas Rabe described the deal as

"transformational" for the group and said it would create cost

savings of around 250 million euros per year within three years

of the deal closing.

"It will boost our streaming business ... further diversify

our revenue streams and make us even more attractive for

creative talent, rights holders and business partners," Rabe

said in a statement.

He told Reuters in a separate interview that RTL would

not be involved in any further consolidation in the German

market.

"The issue of a merger with ProSiebenSat.1 is now

definitely off the table," he said, referring to the German

media group.

Sky Deutschland, which operates in Germany, Austria,

Switzerland, was on track to break even on an earnings before

interest, taxes, depreciation and amortization (EBITDA) basis,

Sky Group Chief Executive Dana Strong said.

The business reported around 2 billion euros in annual

revenue.

($1 = 0.8519 euros)