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Federal Judge Issues Preliminary Injunction Blocking Nexstar's Integration of Acquired Tegna Stations

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Federal Judge Blocks Integration of Nexstar-Tegna Merger Pending Trial

A federal judge has issued a preliminary injunction requiring Nexstar Media Group to operate the television stations it acquired from Tegna as a separate entity. The ruling follows lawsuits filed by a coalition of state attorneys general and the satellite provider DirecTV, who allege the $6.2 billion merger violates antitrust laws. The injunction maintains a separation of the companies' operations pending a full trial on the legal claims.

Timeline of Events

  • August 2022/2023: Nexstar announces its agreement to acquire Tegna for $6.2 billion.
  • February 2023/2024: Former President Donald Trump endorses the deal in a social media post.
  • March 2023/2024: The Federal Communications Commission (FCC) and the U.S. Department of Justice grant regulatory approval for the merger. The FCC issues a waiver from a national ownership cap.
  • March 2023/2024: On the same day as the federal approvals, a coalition of eight state attorneys general and DirecTV file separate lawsuits in the U.S. District Court for the Eastern District of California seeking to block the merger.
  • March 2023/2024: Nexstar announces it has completed the acquisition and begins integrating Tegna's operations.
  • March 2023/2024: Chief Judge Troy Nunley issues a temporary restraining order (TRO), blocking Nexstar from operating the former Tegna stations.
  • April 2026: Judge Nunley issues a preliminary injunction, extending the block on integration. The injunction is scheduled to take effect on April 21, 2026.

Regulatory Approval and Legal Challenge

The merger received approval from two federal agencies:

  • The Department of Justice closed its investigation without challenging the transaction.
  • The Federal Communications Commission granted Nexstar a waiver from a 2004 federal rule that generally limits a single company to owning television stations that reach less than 39% of U.S. television households. The combined company would reach approximately 80% of households.

FCC Chair Brendan Carr stated the waiver was justified by the need to support local broadcast television, citing the decline of local newspapers.

The FCC's Media Bureau approved the waiver without a full vote by the commission. FCC Commissioner Anna Gomez, a Democrat, criticized the approval process for lacking transparency and a full commission vote.

Following the regulatory approvals, a coalition of eight state attorneys general—from California, Colorado, Illinois, New York, North Carolina, Oregon, Connecticut, and Virginia—and the satellite television provider DirecTV filed lawsuits. The suits were later consolidated before Judge Nunley.

Arguments in the Legal Case

The Plaintiffs' Position (State AGs & DirecTV):

  • Argue the merger gives Nexstar excessive market power, violating U.S. antitrust laws.
  • Contend the deal will reduce competition, potentially leading to higher prices for television distributors and, ultimately, consumers.
  • Express concern over reduced competition in local news markets, arguing it could lead to job cuts and a loss of independent editorial voices.
  • DirecTV's attorneys argued that allowing full integration before a trial would cause "irreparable harm," including layoffs that would make it difficult to restore Tegna as a competitor if the merger were later undone.

Nexstar's Position:

  • Argues that owning more stations does not automatically increase bargaining leverage with television distributors.
  • States that the temporary court order prevents investment in new technology for the acquired stations.
  • Contends that undoing the completed merger is not feasible, as Tegna no longer exists as a separate corporate entity.
  • Told investors the merger would create approximately $300 million in annual cost savings and allow the combined company to better compete with "Big Tech and Big Media."

Reported Company Actions and Financial Details

  • Following the merger's completion, Nexstar instructed former Tegna stations to add Nexstar branding to newscasts, a practice halted after the TRO was issued.
  • Securities filings show Tegna's former CEO, Mike Steib, received $22.6 million in compensation on the day the deal closed.
  • According to reports by Bloomberg News and statements from anonymous journalists at former Tegna stations, Nexstar plans to consolidate newsroom operations in markets where it now owns multiple stations. Journalists reported expectations of layoffs, particularly in markets with overlapping "big four" network affiliates (ABC, CBS, Fox, NBC).
  • The same reports indicate plans for some stations to use video content from Nexstar's cable channel, NewsNation, for local newscasts instead of material from their traditional national network partners. National network news programs would reportedly continue to air.
  • Published reports indicate Nexstar conducted job cuts after its 2019 acquisition of Tribune Media and announced further reductions earlier this year.

Current Status and Next Steps

The preliminary injunction issued by Judge Nunley requires Nexstar to operate the former Tegna stations separately until a full antitrust trial is concluded.

  • Nexstar has stated it will appeal the injunction decision to the Ninth Circuit Court of Appeals.
  • The company is no longer formally operating the Tegna stations under the court order. Nexstar has declined to comment on who is currently managing them.
  • Judge Nunley stated in his ruling that the plaintiffs demonstrated a likelihood of success on the merits of their antitrust claims.