Federal Communications Commission (FCC) has approved the $3.54 billion acquisition of Tegna by Nexstar Media Group, clearing a path for a major expansion in local television consolidation even as lawsuits and political scrutiny mount.
The transaction has already closed after receiving clearance from the FCC and the U.S. Justice Department. Nexstar said the deal strengthens its ability to sustain local news operations.
“This transaction is essential to sustaining strong local journalism in the communities we serve,” Chief Executive Perry Sook said in a statement.
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With the acquisition, Nexstar’s reach is expected to extend to about 80% of U.S. television households, a level made possible by the FCC’s decision to waive its long-standing 39% national audience cap. The regulator defended that move as a recognition of how the media landscape has evolved.
“By approving this transaction, which allows Nexstar to own less than 15% of television stations, the FCC acts mindful of the media marketplace that exists today, not the one from decades past,” FCC Chair Brendan Carr said.
The agency’s order also pointed to a shift in the balance of power between local affiliates and national networks. It said the deal “will help preserve Nexstar’s ability to influence network programming through collective negotiation and to preempt network programming in favor of programming that better serves the local community.” That language indicates a broader regulatory push to give station groups more control over content decisions that were once dominated by national broadcasters.
Opposition to the deal has been immediate and coordinated. A group of eight Democratic-led states filed a lawsuit in federal court seeking to block the merger, arguing that it would concentrate media ownership and reduce competition. DirecTV also filed a separate suit, highlighting concerns among distributors about increased leverage in carriage negotiations.
Within the FCC, dissent has also risen. Commissioner Anna Gomez said the approval risks narrowing the range of voices in local media. She warned that the transaction “concentrates broadcast power in fewer corporate hands, shrinking independent editorial voices, and prioritizing national business interests over local needs.”
The scale of the combined entity underscores those concerns. Nexstar already operates more than 200 stations across 116 markets, reaching about 220 million people. Tegna adds 64 stations in 51 markets. The enlarged group will have greater bargaining power with networks such as Walt Disney and Comcast, particularly in negotiations over programming rights and affiliate fees.
That leverage is central to Nexstar’s strategy. As traditional television faces declining viewership and advertising revenue, station groups are seeking scale to offset structural pressures from streaming platforms. Larger footprints allow broadcasters to negotiate more favorable terms, spread costs across more markets, and invest in technology and content.
However, analysts say consolidation does not fully resolve the underlying challenges. Linear television audiences continue to shrink as viewers migrate to digital platforms. Advertising dollars are following that shift. Even with expanded reach, Nexstar must contend with a business model under long-term pressure.
There is also a political backdrop adding embers to the challenges. Donald Trump has publicly supported the transaction and has also taken a more confrontational stance toward major broadcast networks. That has raised questions among critics about the broader direction of media regulation and its implications for editorial independence.
Recent tensions between regulators and broadcasters illustrate those concerns. Nexstar had previously drawn attention after briefly opting not to air “Jimmy Kimmel Live!” on some of its ABC-affiliated stations. The situation followed comments by FCC leadership warning that stations could face penalties over certain programming decisions. This comes against the backdrop of criticism, which has seen many argue that such interventions risk blurring the line between regulation and influence over content.
From a financial standpoint, the deal, valued at about $6.2 billion including debt, offers Nexstar an opportunity to extract cost efficiencies and strengthen its negotiating position. The company has agreed to divest six stations within two years, a concession aimed at addressing some competition concerns.
However, it is not clear whether that will satisfy courts reviewing the case.
But the legal challenges now underway could delay or reshape the outcome. Some analysts believe that if courts side with the states or industry opponents, the transaction could face conditions or even reversal. If it stands, it will mark one of the most significant consolidations in U.S. local broadcasting in recent years.
Beyond the immediate dispute, the approval underlines a major shift in the FCC’s regulatory thinking. The FCC appears to be showing greater willingness to relax ownership limits in response to competition from digital platforms. Supporters say that it is necessary to preserve local journalism, while critics argue it risks accelerating the decline of independent local newsrooms by concentrating control in fewer hands.