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Federal judge issues preliminary injunction blocking Nexstar-TEGNA deal

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mkeys@thedesk.net

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Key Points

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  • A federal judge approved an injunction blocking Nexstar’s $6 billion merger with TEGNA while an antitrust lawsuit proceeds, finding the deal likely causes irreparable harm to consumers.
  • The court found Nexstar’s consolidation of broadcast stations would increase retransmission fees paid by pay TV customers and reduce local news investment through newsroom consolidation.
  • The injunction prevents Nexstar from integrating TEGNA’s operations while the case is litigated, though the merger closure remains intact pending final court decision.
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A federal judge in California has issued a preliminary injunction that prevents Nexstar Media Group from moving forward with its integration of TEGNA’s business while an antitrust lawsuit filed by DIRECTV and several state attorneys general plays out in court.

The 52-page order issued by U.S. District Judge Troy Nunley on Friday will replace a temporary restraining order that was set to expire Friday evening, but has since been extended another two business days in order to maintain conditions that were imposed on Nexstar two weeks ago.

Those conditions require Nexstar to segregate its business from TEGNA, despite assurances last month that it was able to close on its deal to acquire the broadcaster after securing approvals from the U.S. Department of Justice and the Federal Communications Commission (FCC).

Those approvals came less than a day after two separate but related lawsuits were filed by DIRECTV and the state AGs, challenging the merger on antitrust grounds, with arguments that the transaction concentrates too much power among a single broadcaster whose stations are affiliated with the Big Four networks — ABC, CBS, Fox and NBC — and lead to reduced investments in local news programming through consolidations of newsrooms in markets where Nexstar and TEGNA each own stations.

On Friday, Nunley said he was convinced that DIRECTV and the state AGs were likely to succeed in proving that the merger violated key provisions of the Sherman Antitrust Act through their lawsuits, which have since been consolidated into a single case.

At a hearing earlier this month, DIRECTV argued that the merger will allow Nexstar to raise distribution fees charged to cable and satellite companies for the privilege of carrying its local stations on their platforms, with those fees passed along to consumers in their bills. The company pointed to past carriage disputes involving Nexstar and TEGNA that led to prolonged programming-related blackouts after the companies demanded more money for their channels.

A deputy attorney general for the State of California argued the same, claiming Nexstar would not only raise fees that impact pay TV customers but also consolidate its operations in a way that leads to fewer journalists working in its local newsrooms, which will result in less diversity and independent perspectives on TV.

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A merger under scrutiny

Nexstar completed its acquisition of TEGNA on March 19 after securing approvals from federal regulators. Together, Nexstar and TEGNA would control 228 television stations reaching roughly 80 percent of U.S. households, according to court filings.

The announced closure of the deal came less than 24 hours after a coalition of state AGs and DIRECTV filed separate but related lawsuits challenging the acquisition on antitrust grounds. Those lawsuits have since been consolidated in a single action.

The state AGs and DIRECTV argue that level of consolidation allows Nexstar to demand higher retransmission consent fees — the payments cable and satellite providers make to carry local broadcast stations — costs that are typically passed on to consumers through higher monthly bills.

The court was persuaded by that argument, finding that the plaintiffs are likely to succeed in proving the merger could substantially lessen competition in violation of the Clayton Act, according to the order issued on Friday.

Concerns over pricing and blackouts

A central issue in the case is Nexstar’s negotiating leverage with distributors. The court noted that broadcasters can threaten or impose channel blackouts during fee disputes, putting pressure on providers like DIRECTV to accept higher rates.

By owning multiple Big Four network affiliates in the same market, Nexstar could amplify that leverage, making blackouts more disruptive for viewers and harder for distributors to withstand, Nunley said.

The judge also accepted evidence suggesting retransmission fees have already increased sharply over the past decade and could rise further under the combined company.

Impact on local news

Beyond pricing, the court highlighted concerns about the future of local journalism. Plaintiffs argued that when a single company owns multiple major network affiliates in a market, it often consolidates newsroom operations — reducing independent reporting and limiting the diversity of local coverage.

The order cited evidence that Nexstar has previously combined newsrooms in similar situations, potentially leading to fewer reporters, less original programming and diminished competition among stations.

In granting the injunction, Nunley applied the four-part test established by the Supreme Court, requiring plaintiffs to show a likelihood of success on the merits, irreparable harm, a favorable balance of equities and alignment with the public interest. Nunley concluded all four factors weighed in favor of maintaining the status quo while the case is litigated.

The ruling does not unwind the merger but prevents Nexstar from integrating TEGNA’s operations, sharing sensitive information or consolidating business functions until the court reaches a final decision.

In a statement released Friday evening, a spokesperson for Nexstar said the company feels confident that it owns TEGNA after securing all necessary approvals from federal regulators, and plans to appeal the preliminary injunction to the Ninth Circuit Court of Appeals.

“Nexstar Media Group now owns TEGNA and has taken steps consistent with the Court order that has been in effect,” the Nexstar spokesperson said by e-mail. “For nearly 30 years, Nexstar has provided free over-the-air access to all its broadcast stations — local news, weather and community-focused programming alongside major network programming. This pro-competitive transaction will make local stations stronger and support continued investment in local journalism and fact-based news. We will appeal today’s decision and look forward to presenting our case on its merits before the Ninth Circuit Court of Appeals.”

Opponents praise court’s decision

In a statement e-mailed to The Desk, California Attorney General Rob Bonta reiterated his position that Nexstar’s acquisition of TEGNA violated antitrust laws, accusing federal regulators of approving the deal to appease major media companies at the expense of ordinary Americans.

“This merger is illegal, plain and simple,” Bonta wrote. “The federal government may have thrown in the towel, but we’ll keep fighting for consumers, for workers, for affordability, and for our local news.”

In a separate statement, a spokesperson for DIRECTV said the court’s order “reinforces the coalition of states’ and our shared belief that unchecked station consolidation will force consumers to pay more for less by reducing the quality and variety of local news coverage, driving up content prices, and increasing the threat of station blackouts.”

“DIRECTV remains committed to a competitive, diverse, and affordable media landscape for all Americans,” the spokesperson said.

Anna Gomez, the lone Democratic commissioner at the FCC who called for a full vote on the Nexstar-TEGNA deal, criticized her own agency for fast-tracking its approval before fully scrutinizing the matter.

“What we saw here was a coordinated, multi-agency effort to avoid accountability and judicial review, culminating in a same-day clearance, approval, and closing designed to shield the public from the real harms of this unprecedented merger,” Gomez said in a statement e-mailed to The Desk.

Gomez continued: “The FCC and other government agencies have used what is now recognized as the Billionaire Buddy Bypass to grant expedited, closed-door approval to powerful friends of this administration. Today’s ruling is an important step toward restoring accountability and ensuring that decisions of this magnitude are made with consumers in mind, not billion-dollar companies cutting backroom deals out of public view.”

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About the Author:

Matthew Keys

Matthew Keys is the award-winning founder and editor of TheDesk.net, an authoritative voice on broadcast and streaming TV, media and tech. With over ten years of experience, he's a recognized expert in broadcast, streaming, and digital media, with work featured in publications such as StreamTV Insider and Digital Content Next, and past roles at Thomson Reuters and Disney-ABC Television Group.
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