Nexstar Completes $6.2 Billion Tegna Acquisition After DOJ and FCC Approval, Creating Largest Local TV Empire in U.S.

In a landmark consolidation of the U.S. broadcast television industry, Nexstar Media Group officially closed its $6.2 billion acquisition of Tegna Inc. on Thursday, creating the largest local TV station owner in American history. The deal, which received simultaneous approval from the U.S. Department of Justice (DOJ) and the Federal Communications Commission (FCC), expands Nexstar’s footprint to cover approximately 80% of U.S. households across 44 states and Washington, D.C. The approval came despite a coordinated lawsuit filed the day prior by eight states led by California Attorney General Rob Bonta, who argued the merger would violate antitrust laws, reduce newsroom diversity, and drive up consumer costs through higher retransmission fees.

• Nexstar’s $6.2 billion purchase of Tegna creates a local TV giant reaching 80% of U.S. homes, the largest such footprint in history.
• Federal regulators approved the deal on Thursday, overriding objections from eight states, DirecTV, and labor groups.
• Nexstar must divest six TV stations within two years in Denver, Indianapolis, New Haven, Portsmouth, Slidell, and Rogers due to ownership cap rules.
• The merger has drawn sharp criticism from antitrust advocates, labor unions, and conservative media competitors like Newsmax.
• FCC Chairman Brendan Carr defended the approval, citing the need to support local journalism amid declining newspaper closures.

Why the Nexstar-Tegna Merger Matters: A Historic Shift in Local Media Ownership

The Nexstar-Tegna merger represents the most significant consolidation in local television since the Telecommunications Act of 1996, which relaxed ownership rules and paved the way for industry-wide consolidation. At a time when local newsrooms are shrinking—nearly 1,800 newspapers have closed since 2004, according to UNC’s Hussman School of Journalism—and digital alternatives struggle to fill the void, critics warn that further media consolidation could erode journalistic independence and reduce local coverage. Nexstar, already the largest owner of local TV stations in the U.S., now controls 265 stations, dwarfing competitors like Gray Television (190 stations) and Sinclair Broadcast Group (185 stations). The deal’s approval comes as federal regulators face mounting pressure to balance competition concerns with the survival of local journalism, a tension underscored by FCC Chairman Brendan Carr’s recent remarks about the decline of local newspapers.

The Regulatory Battle: How DOJ and FCC Overrode State Challenges

The DOJ’s Antitrust Division and the FCC both signaled their approval of the merger on Thursday, with the FCC granting Nexstar a rare waiver to exceed the traditional 39% national audience reach cap for a single broadcaster. Under the Communications Act, no single entity may reach more than 39% of U.S. households through TV station ownership—unless granted an exemption by the FCC. Nexstar’s combined reach will now stand at roughly 80%, a figure that would have been unthinkable under prior administrations. FCC Chairman Brendan Carr argued that the waiver was justified because the merger would "promote competition, localism, and diversity" by giving Nexstar the scale to invest in local newsrooms. "For too long, the FCC stood by while newspapers closed by the dozen in communities all across the country," Carr stated. "Those trusted sources of local news and information shuttered while the FCC dithered."

“Today’s agency decision does exactly that as both the record and Nexstar’s enforceable commitments demonstrate. If you care about local news, you should care about the future of local broadcast TV stations. Often, they are the ones in a market doing the gumshoe reporting that citizens value and need.” — FCC Chairman Brendan Carr, in a statement following the merger approval.

State Lawsuits and Industry Opposition: The Antitrust Fight Heats Up

The merger’s approval came just one day after a coalition of eight states, led by California Attorney General Rob Bonta, filed a lawsuit in the U.S. District Court for the District of Columbia seeking to block the deal. The states—including Arizona, Colorado, Connecticut, Indiana, Michigan, New Mexico, Ohio, and Pennsylvania—argued that the merger would violate Section 7 of the Clayton Act by reducing competition, raising prices for consumers, and diminishing local news diversity. Their complaint cited Nexstar’s history of aggressive retransmission consent negotiations, which have led to blackouts for DirecTV and other pay-TV providers in the past. "This merger would concentrate too much power in the hands of a single company," Bonta said in a statement. "It risks higher costs for consumers and fewer voices in local news coverage."

DirecTV and Newsmax Join the Legal Fray

Adding to Nexstar’s legal woes, DirecTV filed its own lawsuit on Thursday in the U.S. District Court for the Southern District of New York, seeking to invalidate the merger. DirecTV, which distributes Tegna and Nexstar stations to its subscribers, alleged that the combined entity would wield "enormous market power" to demand excessive retransmission fees, which are the payments broadcasters extract from cable and satellite providers for carrying their signals. "The merger will result in an enormous increase in market power for Nexstar, enabling it to raise license fees and harm consumers," DirecTV argued in its complaint. The company has previously clashed with Nexstar over retransmission disputes, including a 2023 blackout of Nexstar stations for 11 days, which affected millions of viewers.

The merger also faced opposition from conservative media outlets, including Newsmax, which argued that Nexstar’s dominance in local markets could stifle alternative viewpoints. Newsmax filed a petition with the FCC in 2023 opposing the deal, stating that it would "further entrench Nexstar’s monopoly on local news coverage in many markets, leaving viewers with fewer choices and less ideological diversity." Nexstar, for its part, has dismissed these concerns, emphasizing its commitment to local journalism and pointing to past investments in newsrooms under its ownership.

Nexstar’s Expansion Strategy: How the Deal Alters the Local TV Landscape

Since its founding in 1996 by CEO Perry Sook, Nexstar has grown from a regional broadcaster into a national powerhouse through aggressive acquisitions. The Tegna deal is the latest in a series of major purchases, including the $2.7 billion acquisition of Tribune Media in 2019 and the $4.1 billion purchase of Tribune’s local stations from Alden Global Capital in 2021. With Tegna’s 64 stations in 51 markets—including major cities like Atlanta, Dallas, and Phoenix—the merger significantly expands Nexstar’s reach in both sunbelt and rustbelt regions. Tegna’s portfolio includes highly rated stations such as NBC affiliate WXIA in Atlanta, CBS affiliate WFAA in Dallas, and ABC affiliate KXAN in Austin, all of which will now operate under Nexstar’s corporate umbrella.

“This transaction is essential to sustaining strong local journalism in the communities we serve. By bringing these two outstanding companies together, Nexstar will be a stronger, more dynamic enterprise — better positioned to deliver exceptional journalism and local programming with enhanced assets, capabilities, and talent. We are grateful to President Trump, Chairman Carr, and the DOJ for recognizing the dynamic forces shaping the media landscape and enabling this transaction to move forward.” — Perry Sook, Nexstar founder and CEO, in a statement announcing the merger closure.

The Cost of Consolidation: Job Cuts, Retransmission Fees, and the Future of Local News

While Nexstar has framed the deal as a lifeline for local journalism, critics argue that media consolidation often leads to job cuts and reduced local coverage. A 2022 study by the Pew Research Center found that local TV news employment declined by 18% between 2008 and 2020, a trend that accelerated during the COVID-19 pandemic. The Communications Workers of America (CWA), which represents broadcast workers, has opposed the merger, citing Nexstar’s history of layoffs. In 2020, Nexstar laid off hundreds of employees at stations it acquired from Tribune Media, including 30 jobs at KFOR in Oklahoma City and 25 at WITI in Milwaukee. "Big media mergers like this one are a recipe for job losses and less local news," said CWA President Sara Steffens in a statement. "Workers and communities deserve better."

Retransmission Fees: Who Pays the Price of Consolidation?

One of the most contentious aspects of the Nexstar-Tegna merger is its potential impact on retransmission consent fees—the payments that broadcasters like Nexstar demand from pay-TV providers (e.g., DirecTV, Cox, Spectrum) to carry their signals. These fees have risen dramatically in recent years, contributing to higher cable bills for consumers. According to research from MoffettNathanson, retransmission fees have grown from $1.2 billion in 2011 to an estimated $12 billion in 2023, a tenfold increase. With Nexstar now controlling nearly 20% of all local TV stations in the U.S., its leverage in retransmission negotiations will only grow stronger. DirecTV’s lawsuit argues that the merger will exacerbate this trend, forcing providers to pass higher costs onto subscribers or drop local stations altogether.

A Divestiture Mandate: Nexstar’s Six Stations Face Sale Within Two Years

As part of the FCC’s approval, Nexstar is required to divest six stations within two years to comply with ownership rules. The divestitures include: KTVD in Denver (a MyNetworkTV affiliate), WTHR in Indianapolis (an NBC affiliate), WCTX in New Haven (a CW affiliate), WAVY in Portsmouth (an NBC affiliate), WUPL in Slidell (a Fox affiliate), and KNWA in Rogers (an NBC affiliate). Nexstar has not yet announced buyers for these stations, but industry analysts expect regional broadcasters or private equity firms to express interest. The divestitures are intended to mitigate the merger’s anticompetitive effects in these markets, where Nexstar’s combined ownership could dominate local news coverage.

Political and Industry Reactions: From Bipartisan Criticism to Regulatory Praise

The merger’s approval has drawn mixed reactions from policymakers and industry stakeholders. Republicans like FCC Commissioner Nathan Simington praised the deal, arguing that it would strengthen local journalism and modernize the FCC’s rules for the digital age. "The FCC’s decision reflects a pragmatic approach to the realities of the modern media landscape," Simington said in a statement. However, Democratic FCC Commissioner Anna Gomez criticized the process as opaque and lacking transparency. "This merger was approved behind closed doors with no open process, no full Commission vote, and no transparency for the consumers and communities who will bear the consequences," Gomez said.

What’s Next for Nexstar and the Local TV Industry?

With the merger now complete, Nexstar will begin the complex process of integrating Tegna’s operations into its own. This includes consolidating newsrooms, streamlining corporate functions, and renegotiating retransmission agreements with pay-TV providers. Industry analysts expect Nexstar to focus on cost synergies, potentially leading to layoffs or station consolidations in overlapping markets. However, the company has emphasized its commitment to local journalism, pointing to past investments in digital platforms and investigative reporting. For the broader local TV industry, the Nexstar-Tegna merger sets a new precedent for consolidation, raising questions about future deals and the FCC’s evolving approach to media ownership rules. As Nexstar CEO Perry Sook noted in his statement, the company now stands as "a stronger, more dynamic enterprise," but the long-term impact on local news and competition remains a subject of intense debate.

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