Nexstar buys Tegna in $3.6 billion megadeal

Combined entity would own 265 stations covering 80 percent of country

As hinted by the Wall Street Journal last week, WGN-TV and WGN Radio owner Nexstar Media Group has agreed to purchase rival Tegna, Inc. for $3.6 billion in the biggest deal in television history. The new combined entity gives Nexstar 265 stations with nine of the top ten markets (excluding Boston), and 82 out of the top one hundred, with a reach of 80 percent of the country. The transaction is expected to close by the end of 2026.

Nexstar owns 199 stations, The CW, and cable news network NewsNation; Tegna owns 64 stations, including WQAD Moline, Ill.; WTHR Indianapolis; and WZZM Grand Rapids, Mich. and multicast networks Quest and True Crime. With this deal, Nexstar would own a station in every Illinois or Illinois-adjacent market, with the exception of the southeastern portion of the state. 

Nexstar will pay $22 per share, reflecting a 31 percent premium over Tegna’s stock price and assuming its debt, which will total around $6 billion when the deal is done. Combined, Nexstar and Tegna generated $8.1 billion in net revenue and $2.56 billion in adjusted EBITDA for fiscal year 2025. 

 “The initiatives being pursued by the Trump administration offer local broadcasters the opportunity to expand reach, level the playing field, and compete more effectively with the Big Tech and legacy Big Media companies that have unchecked reach and vast financial resources”, said Nexstar Chairman Perry Sook. “We believe Tegna represents the best option for Nexstar to act on this opportunity. Tegna is a premier operator with high quality local television stations primarily in the top 75 DMAs. We and Tegna are similarly dedicated to providing communities of all sizes with the best programming and fact-based local journalism along with innovative digital products and marketing solutions for local viewers and advertisers. The transaction will increase Nexstar’s reach through the expansion of our presence in important DMAs such as Atlanta, Phoenix, Seattle, and Minneapolis, as well as enhance our local presence, enabling us to continue to provide the core local news and programming that is in the public’s interest.”[Nexstar was once in Seattle, purchasing KCPQ and KZJO in the Tribune Media deal in 2019, but traded those two to Fox for WJZY and WMYT Charlotte.] 

“At Tegna, we share Nexstar’s commitment to local broadcasting, exemplified by numerous investments and initiatives, industry journalism awards, and the significant expansion of our local news content”, said Howard Elias, chairman of Tegna’s board of directors, who approved the deal.“This transaction, which will provide premium near-term value to Tegna shareholders, comes at a time of rapid change in our industry and reflects the fact that policymakers of all perspectives are calling for regulations governing our industry to be modernized. This transaction with Nexstar will further solidify the critical role our stations serve in our communities, preserve their trust, and be better able to compete in today’s highly fragmented media environment.”

Nexstar is betting that the FCC, under Republican Chairman Brendan Carr, will eliminate the national station caps, currently at 39 percent. Broadcasters have long wanted the caps thrown out, and scored a partial victory in 2017, when the FCC relaxed media ownership rules, (which were upheld by the U.S. Sureme Court in 2021) and a federal appeals court recently threw out the “top-four rated” rule, meaning stations couldn’t merge if they were among the four highest-rated stations in the DMA. Carr has signaled he would do exactly that.

Nexstar was founded in 1996 with a single station in Pennsylvania. Since 2010, the company has been aggressively buying TV stations across the country, including Chicago-based Tribune Media in 2019. Since then, Nexstar has continued to pursue this strategy, even suggesting it would buy ABC and its eight owned stations, including WLS-TV in Chicago if Bob Iger put the network up for sale (he didn’t). 

The merger means competing news operations would be under the same roof, including in Washington, D.C., Portland, Ore., and Tampa. Several cities would see their television news voices reduced to just two, including St. Louis and Indianapolis. Nexstar would own four stations in Denver alone and every commercial TV station in the Wilkes-Barre/Scranton market.

Opposition to the deal is already mounting: cable and satellite providers state that Nexstar would have too much power over retransmission negotiations and could increase viewers’ bills.

“We know exactly what will happen because of a major broadcaster consolidation—more blackouts and increased monthly bills”, said Grant Spellmeyer, President and CEO of cable lobbyist America’s Communications Association (ACA Connects). “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. The government should reject any unlawful combination that would be a raw deal for consumers.”  

Unions would also oppose the deal, as NABET-CWA members at WROC Rochester have complained about low pay and terrible working conditions, a common criticism of Nexstar. And while Nexstar said this merger would have benefits for local advertisers, Nexstar would have more power over sales negotiations in a “take it or leave it” stance, which could fuel even more of a marketer exodus from linear TV.

Nexstar would also gain more leverage in negotiations with the broadcast networks with its affiliates, as the company competes with the owned-and-operated stations in the top five markets and San Francisco. And we could see more affiliation switches involving The CW, as the network returned to WGN-TV last year. 

And as I said before in this space, Nexstar catches strays from both sides of the political aisle. WGN-TV’s news operation has seen a surge in Joel Daily-Fahey Flynn-John Coleman-like “happy talk” over the years, fueled by its successful WGN Morning News, which is tops in Chicago. 

While it’s likely the FCC will approve the deal with no conditions or divestitures, it is up to the Justice Department to also sign off on the deal. There will be questions asked about merging newsrooms and Nexstar owning all of the local stations in Wilkes-Barre. Nexstar’s local programming initiatives don’t exactly scream quality content, with WGN-TV launching a new afternoon show next month consisting of recycled WGN Morning News content, its terrible GN Sports nightly sports wrap-up show, or the weekly political show with a generic title. 

Any way you look at it, it is a blow for local TV and for local journalism with tons of layoffs on the horizon, no matter what Sook says. After all, they have $6 billion in debt to pay down, right? Linear TV is dying, and we’ve seen what iHeartMedia, Audacy, and others have done to radio. Now, it’s TV’s turn as the best Nexstar can do to compete against Netflix, Amazon, and Disney Plus is Jarrett Payton acting like a fool every night. TV has lost the next generation of viewers, and Sook and Nexstar couldn’t care less.