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Late Wednesday, News Corp. and Fox reached an agreement to acquire 34 percent of Hughes Electronics (GMH: news, chart, profile), 20 percent from General Motors (GM: news, chart, profile) and the rest from Hughes shareholders. See related story.

The deal added $4.5 billion to Fox's already-significant debt load and could weigh on the company's earnings for the next few years, factors that led one analyst to slap a rare "sell" rating on company.

"Despite our view that the acquisition ... is a strategic positive for Fox on a number of levels, the structural nature of the transaction is of concern to us," said Merrill Lynch's Jessica Reif Cohen in a note to investors Thursday.

The analyst, who previously had a "buy" rating on Fox stock, said she though its shares could be "stuck in 'deal-limbo' until [the] closing of this transaction."

As result of the transaction, she continued, "we are less convinced that Fox is managed as an operating entity rather than a financing vehicle for News Corp.," and it has thus become "appropriate to question the valuation at which Fox should now trade relative to its peer group."