$6.2 Billion Nexstar/Tegna Deal Requires Relaxed Ownership Cap
Nexstar agreed to purchase Tegna in a $6.2 billion deal that could receive regulatory approval only if the national ownership cap is relaxed or eliminated, Nexstar said in a news release and conference call Tuesday. If the deal is consummated, Nexstar would control 265 TV stations, become the largest owner of affiliates for "all four of the biggest networks, and reach 80% of U.S. households. The current rule caps audience reach for a single station owner at 39%, but the FCC has a proceeding that will possibly change the cap. Reply comments in the proceeding are due in docket 17-318 Friday. Nexstar CEO Perry Sook said he doesn't “want to presume where [FCC Chairman Brendan Carr] will come out in his national ownership proceeding” but also that Nexstar feels “very, very positive about moving forward to the regulatory approval process.”
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Carr has said he’s “open-minded about the outcome” of the national cap proceeding but has also said the FCC has the authority to alter the cap and that he wants to empower local broadcasters. “We look forward to reviewing the application when it is filed and assessing the public interest equities,” said an FCC spokesperson asked about the deal.
Opponents of eliminating the cap -- including conservative entities Newsmax and the Conservative Political Action Conference (CPAC) -- have argued that only Congress has authority over national ownership limits (see 2508050051).“When powerful companies control more of our media, communities lose choice, accountability, and trust,” said FCC Commissioner Anna Gomez in an emailed statement. “The FCC has a duty to ensure our media system serves the public, not billion-dollar corporations.”
“I don't think that congressional action is necessary to affect changes in media ownership rules,” Sook said Tuesday. “We think the FCC has that authority to move forward on their own.” Sook also pointed to a recent court ruling, Zimmer Radio, that struck down the top-four prohibition as a positive sign for regulatory approval. Tegna and Nexstar overlap in 35 markets, and Sook said the deal would create many markets where Nexstar would own all the top three or four stations.
The deal would give Nexstar the scale to compete with tech companies in advertising, and allow it to invest more in local news, Sook said. “Big media conglomerates increasingly seek to control every layer of the media supply chain” and have “an outside monetization advantage that threatens to crowd out diverse local voices,” he added. The Nexstar/Tegna deal “meets the deregulatory moment where it is, and we believe the case is compelling.” Though Sinclair reportedly also made an offer for Tegna, Sook dismissed questions about Tegna pursuing another deal. He noted Tuesday that Nexstar's and Tegna’s boards unanimously approved the deal.
Though broadcasters widely expect the FCC to eliminate the cap, such a move is likely to draw legal challenges and may not proceed quickly. “Given the conservative opposition to increasing the national cap, and that the FCC's current docket seems to be on a slower track than other FCC initiatives, it is unwise for these companies to assume they can just ignore current legal limits,” said Cheryl Leanza of the United Church of Christ Media Justice Office.
Nexstar expects the deal to close by the second half of 2026, and the merger agreement includes a clause allowing either company to terminate it if it hasn’t been approved by Aug. 18, 2026, though that date can be extended. The agreement also includes provisions requiring Nexstar to pay Tegna $125 million if the deal doesn’t receive regulatory approval.
“It is clear the merger would violate the existing ownership cap,” said Public Knowledge Legal Director John Bergmayer. “American broadcast policy has always promoted localism, ensuring that communities have stations responsive to their needs rather than dominated by a single national chain.”
Major broadcaster consolidation will lead to “more blackouts and increased monthly bills,” said ACA Connects President Grant Spellmeyer in a release. “Large broadcasters like Nexstar and Sinclair already impose exorbitant retransmission consent fees, which have skyrocketed 2,000% since 2011. Now they are seeking a mega-footprint and even more leverage to reach deeper into people's pocketbooks.”
DEI
Nexstar declined to comment on whether it expects to make concessions on diversity policies or news content similar to what was required of Skydance and Paramount Global to get regulatory approval. “We’re not going to speculate about any other potential topics beyond the clear benefits of the transaction we discussed this morning,” a Nexstar spokesperson told us. The FCC also didn’t comment on potential conditions, but Carr has said the agency will block deals over company diversity, equity and inclusion policies. “Unfortunately, the FCC has been using media mergers to pressure media companies to end their anti-discrimination programs and pressure them to submit their journalism for government review,” said Leanza.
Carr has “set a standard that he’s going to judge these transactions by,” said Daniel Suhr, president of the Center for American Rights (CAR), in an interview Tuesday. “He wants to make sure these companies are not engaged in DEI; he wants to make sure these companies respect their public interest obligations." Suhr’s group pushed the FCC to address DEI programs, localism and newsroom content in Skydance/Paramount, and he said CAR could weigh in on Nexstar/Tegna as well. “We will be continuing our vigilance on behalf of consumers.” In the conference call Tuesday, Sook said Nexstar was “grateful” to the Trump administration and Carr for recognizing the need for deregulation.
Nexstar and other broadcasters considering deals are likely already acting to comply with the FCC’s anti-DEI policies, broadcast attorneys told us. In 2024, Nexstar’s website had a page titled “HR Management; Workforce Diversity, Equity, and Inclusion” that included statements about diverse hiring practices and said that manager bonuses at the company were tied to diversity metrics in their markets. “While we have not established specific quantitative diversity targets, each of the managers of our local markets are provided with demographic reports of the markets they serve for comparison to their employee base and are instructed to move towards aligning employee diversity with community diversity.”
The current website doesn’t include this information. Instead, it features a page titled “Workforce Management,” which includes mentions of diverse recruiting but omits the language about aligning employee diversity with community diversity. "These changes had nothing to do with this transaction; some of them were made at the beginning of the year, long before any conversations that resulted in this deal began," said a Nexstar spokesperson. "Like other performance-driven companies, we are constantly evaluating our workforce management practices."
The deal “will unify local stations and fortify a media infrastructure that silences voices of opposition and replaces honest reporting with political propaganda,” said National Hispanic Media Coalition CEO Brenda Victoria Castillo in a news release. Recent FCC data on broadcast ownership showed that “women held a majority stake in only 10 percent of stations, while Latinos held the majority stake in only 6 percent of stations,” Castillo added.