States seek court restraining order to block Nexstar-TEGNA merger

A behind-the-scenes look at a news set used by TEGNA-owned KXTV. (Still frame via KXTV promotional video)

Key Points

California and other states are seeking an emergency order to block Nexstar’s acquisition of TEGNA despite regulatory approval.
Officials argue the merger violates antitrust laws and prioritizes corporate interests over consumers.
Nexstar says the deal has closed, but the companies remain separate as legal challenges continue.

California and several other states have filed a request for an emergency restraining order that seeks to prevent Nexstar Media Group from moving forward with its acquisition of TEGNA.

The request was filed in a federal courtroom in Sacramento, through which California Attorney General Rob Bonta and other state attorneys general complained that the Federal Communications Commission (FCC) and the U.S. Department of Justice’s (DOJ) approval of the merger on Thursday was likely intended to thwart their lawsuit and a similar one sought by DIRECTV.

The lawsuits were filed hours before federal regulators approved the transaction, which was pending for months. Nexstar said it closed on the deal shortly after those approvals were communicated, but the companies continue to operate as separate entities while the lawsuits play out.

“With its approval of the disastrous Nexstar-TEGNA broadcasting merger, the Trump Administration has once again put corporate interests ahead of the interests of everyday Americans — not on our watch,” Bonta said in a statement.

Bonta reiterated his view that the merger between Nexstar and TEGNA “is illegal, plain and simple, running contrary to federal antitrust laws that protect consumers.”

“Nexstar-TEGNA is not a done deal,” Bonta proclaimed. “I will not let these corporate behemoths merge without a fight.”

Last summer, Nexstar became the first broadcaster to test the willingness of the Trump administration to approve blockbuster acquisitions, announcing its intention to take over TEGNA and its 60-plus local television station portfolio at a cost of $6.2 billion.

Nexstar is already the largest independent operator of broadcast stations, with more than 200 local TV stations under its control, some of which are owned by other companies on paper.

Under federal law, one broadcaster may not own a collection of TV stations that reach more than 39 percent of the American viewing audience. The Federal Communications Commission (FCC) said on Thursday it waived enforcement of that ownership rule in the markets where TEGNA owns a local TV station, allowing Nexstar to move forward with its acquisition.

Nexstar has agreed to divest six TV stations in markets like Denver and Indianapolis, areas where it will otherwise retain two or more stations once the merger is done. The six stations up for sale will be divested by March 2028, according to regulatory documents reviewed by The Desk. The FCC did not require Nexstar to sell the stations to companies that it has no business affiliation with, opening the door for the broadcaster to continue operating them after the sales are done.

The lawsuit filed by the state attorneys general is far from certain: It argues that Nexstar’s acquisition of TEGNA would reduce competition at a local level, but points to market duopolies that have been permissible under federal regulations for years.

The complaint cites the Sacramento market as an example of an area where the merger would lead to a consolidation of operations: Nexstar presently owns the local Fox affiliate, KTXL (Channel 40), while TEGNA owns ABC affiliate KXTV (Channel 10).

But under current federal law, Nexstar acquiring KXTV through its broader acquisition of TEGNA doesn’t run afoul of the broadcast ownership cap, since its existing station is located in the same market. The transaction is more-problematic in markets where Nexstar doesn’t own a station, but gains new business through its acquisition of TEGNA, thereby reaching additional TV households.

The complaint filed by the states is quiet on this point, which is likely to be noted by Nexstar and TEGNA’s attorneys in their court filings in the coming weeks.