On paper, local TV giant Nexstar's $6.2 billion acquisition of rival Tegna worked like a dream. Announced in August and approved in March, the deal moved briskly through bureaucratic review of significant antitrust concerns with minimal concessions and public debate.
Yet the way Nexstar moved to consolidate even greater control over local television — a seeming coup — may have complicated the deal's prospects.
It's given fodder to lawsuits arguing that the deal may cost TV viewers more, and gut many of the newsrooms that provide local news coverage.
At first, it was smooth sailing
Nexstar is what's known in television as a "station group." Like its competitors, Nexstar owns many local TV stations in various markets across the country. The majority of those stations are affiliated with the national broadcasting networks like ABC, CBS, Fox and NBC. While they carry different programming, they have the same corporate owners.
The deal shatters several records: It gives Nexstar control of 265 local stations in 44 states and the District of Columbia, reaching 80% of the nation's households. Federal competition law from 2004 limits companies to less than half that level. In a more conventional era, the Federal Communications Commission and Justice Department might be expected to stand in Nexstar's way.
But the FCC says it has the authority to waive such limits. And Nexstar has shown public signs it was seeking to appeal to the Trump administration — and to appease it.
After FCC Chairperson Brendan Carr suggested last September that ABC late-night host Jimmy Kimmel should be forced out over remarks he made on the air, Nexstar announced it was pulling Kimmel's show from the TV stations it owns around the country that are ABC affiliates. (He later returned to their airwaves.)
More recently, Nexstar's cable news channel NewsNation hired the pro-Trump conservative commentator Katie Pavlich, who was given her own prime-time show. She is just the latest former Fox News journalist picked up by the network.
President Trump had indicated ambivalence about the Nexstar/Tegna combination after lobbying from his friend, the Newsmax founder and CEO Christopher Ruddy. But in February, Trump endorsed it as part of his campaign against major news outlets. "GET THAT DEAL DONE!" Trump posted on Truth Social in February.
Four hours later, Carr echoed his call: "President Trump is exactly right. The national networks like Comcast & Disney have amassed too much power." (Comcast owns NBC while the Walt Disney Co. owns ABC.)
The next month, the FCC granted Nexstar a waiver without holding a commission vote; the agency just said it had been approved by the agency's media bureau. Citing the decline of local newspapers across the country, Carr said at the time, "If you care about local news, you should care about the future of local broadcast TV stations."
His critics say Carr was conflating the fortunes of a giant local TV company with the robustness of the local TV business.
Compared to this deal, the FCC took 15 months to kill Sinclair's attempted $3.9 billion takeover of Tribune Media. It took 10 months to approve Nexstar's acquisition of Tribune instead. And a year for the approval of Skydance's $6 billion deal for Paramount.
On the very same mid-March day that both the FCC and the Justice Department announced they had green-lit the deal, Nexstar revealed it had already flipped the switch to absorb Tegna.
Nexstar Founder and CEO Perry Sook thanked Trump, Carr and the Justice Department in a statement "for recognizing the dynamic forces shaping the media landscape and enabling this transaction to move forward."
And he addressed his new colleagues across the country from the studios of newly acquired WFAA, a storied station in Dallas, the company's hometown. Federal securities filings show Tegna's chief executive, Mike Steib, cashed out to the tune of $22.6 million on the very day that company was said to be no more.
Bim bam boom. Done.
All this was happening just as numerous states' attorneys general said they were poised to sue to block the deal.
And just days later, a veteran federal judge in Sacramento, Calif., temporarily blocked Nexstar from operating the Tegna stations.
Nexstar's strategy, so successful in D.C., runs into trouble in California
Last Tuesday, Nexstar's legal team confronted arguments in court from lawyers. They represented a coalition of eight states, Democratic attorneys general and satellite TV giant DirecTV, which pays individual stations to carry their broadcasts. The judge combined their separate cases, which make parallel allegations that Nexstar's acquisition of Tegna makes the company so powerful in the local TV business that it violates U.S. antitrust laws meant to protect competition.
Chief Judge Troy Nunley of the Eastern U.S. District Court of California seemed open to an indefinite pause, though he did not expressly indicate his intentions.
"At the very least, Nexstar and their lawyers exercised very questionable judgment in proceeding in the manner in which they did," says Andrew Jay Schwartzman, a public interest media lawyer. "They rushed to close the transaction, apparently hoping this could avoid judicial review. In fact, it seems to have inflamed the judge and resulted in a more harsh ruling than might have otherwise been the case."
Despite now reaching 4 out of every 5 households, Nexstar notes it owns just 15% of all local TV stations in the U.S.
Nexstar's legal team argued it would not have additional power in negotiating new contracts with DirecTV and other television providers simply because it owns so many more stations. "We don't think that an increase in the number of stations necessarily results in an increase in bargaining leverage," said Nexstar's lead trial attorney, Alex Okuliar.
Laura Antonini, California's deputy attorney general for antitrust matters, contended that flew in the face of decades of antitrust precedent.
"We want a robust dissemination of ideas from different sources," Colorado Attorney General Phil Weiser, who is among the officials suing Nexstar, told NPR in November, before the suits were filed. "And in Colorado right now, when you look at the local news market, it's important that there's rival sources."
Outside of court, the company has touted the grand promise of its massive size. Nexstar noted that it would be able to consolidate programming teams at stations in such markets as Atlanta, Denver, Minneapolis, Phoenix and Seattle.
That would add up to savings — "synergies" — of $300 million a year, Nexstar told investors in announcing the acquisition in August. A slide deck, filed with securities regulators, asserted that the new Nexstar's "enhanced scale" would enable it to compete with "Big Tech and Big Media." It also promised to preserve "high quality journalism" and a "diversity of opinion."
But would it? In 2019, after taking over Tribune Media's TV stations, Nexstar cut dozens of jobs in stations across the country, according to published reports. It did so again earlier this year, in anticipation of servicing the $5 billion in debt it took on to finance the Tegna deal.
Nunley, who was nominated by President Obama, said he would have a ruling in the coming days.
What's ahead for the Nexstar stations and the viewers they serve?
Officials at Tegna stations had been told the day after the deal that they needed to run graphics with the Nexstar logo at the end of newscasts. After the judge's temporary edict, those graphics just as speedily had to go.
Nexstar is no longer formally operating Tegna, at least not for the moment. It's unclear who is doing so. Nexstar wouldn't comment about that to NPR. It has told the court that the temporary restraining order is too onerous and could damage the company if kept in place for a longer stretch. Steib and other top Tegna executives did not respond to NPR's requests for comment.
Several Tegna journalists tell NPR that their colleagues expect mass layoffs at the former company's stations in markets where Nexstar now owns at least two "big four" stations. The journalists spoke on condition of anonymity due to concerns about job security.
They also say they have been told by news executives that the channels will not take stories and videos from those major networks for its own local shows, instead taking programs from Nexstar's NewsNation channel. The decision would echo Carr's call to push back against the national broadcasters, though the stations would still carry the network's morning and evening national news shows.
Nexstar's Sook has spoken publicly of his desire for NewsNation to serve as a wire service as it becomes a more complete cable network. Nexstar declined to comment to NPR about the development, which was reported by Bloomberg News.
DirecTV's lead trial attorney, Glenn Pomerantz, urged the judge to block Nexstar from fully integrating Tegna until a full antitrust trial unfolded. Without it, Pomerantz alleged, layoffs in the newsroom and business side will proceed imminently — and Tegna would be enfeebled should Nexstar be compelled to undo the deal.
"An independent Tegna will not have a newsroom staff that they can immediately rely on to compete against Nexstar," he said. "It would be hard for Tegna to start up and compete."
Nexstar's legal team has similarly argued that the deal cannot be undone: Tegna is no more. It also argues that DirecTV is pushing for better leverage for negotiating new contracts over carrying Nexstar's stations in local markets — a financial question, not an antitrust offense.
Nexstar has not pushed back on the claim that it intends to integrate its newsrooms in markets where it has multiple stations, or that it could lead to significant layoffs. Okuliar, the Nexstar attorney, told the judge that an ongoing division of the stations, even technically under Nexstar ownership, would preclude Nexstar from investing in technology that could aid its newscasts at its new local stations.
In making that argument, Okuliar said nothing about the journalists or the news coverage.
Copyright 2026 NPR
