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Nexstar absorbs Tegna to create largest U.S. broadcast company after FCC waives ownership cap

Nexstar absorbs Tegna to create largest U.S. broadcast company after FCC waives ownership cap

Money Moves

Combined company owns 265 stations reaching 80% of American households; eight states sue to block the deal

March 20th, 2026: FCC approves merger, waiving the 39% ownership cap

Overview

Updated May 30

For two decades, federal law has barred any single company from owning television stations that reach more than 39% of American households. On March 20, the Federal Communications Commission (FCC) waived that rule for the first time, clearing Nexstar Media Group's $6.2 billion acquisition of rival broadcaster Tegna. The combined company now owns 265 stations in 44 states, reaching roughly 80% of U.S. TV households — more than double the legal cap.

The approval came not from the full five-member commission but from the FCC's Media Bureau, bypassing a public vote. Eight state attorneys general sued to block the deal under federal antitrust law; DirecTV filed a suit warning the merger will raise fees cable and satellite firms pay for local carriage — costs passed to subscribers. The deal closed the same week, meaning any legal challenge now faces the harder task of unwinding a completed transaction rather than preventing one.

Why it matters

If the ownership cap is effectively dead, the next wave of broadcast mergers could leave most local TV news controlled by two or three companies.

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Play on this story Voices Debate Who Said What? Predict Timeline Connections

Key Indicators

265
Combined TV stations
Nexstar now owns or operates 265 stations across 44 states and Washington, D.C.
80%
U.S. household reach
The combined company reaches roughly 80% of American TV households, far exceeding the 39% cap
$6.2B
Deal value
Tegna shareholders received $22 per share in cash
5,000%
Retransmission fee increase
Industry-wide retransmission fees grew from $215 million in 2006 to an estimated $11.9 billion in 2025

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People Involved

Perry A. Sook
Perry A. Sook
Chairman and CEO, Nexstar Media Group
Leading newly expanded company; contract extended through March 2029
 Brendan Carr
Brendan Carr
Chairman, Federal Communications Commission
Oversaw bureau-level approval of the merger
 Rob Bonta
Rob Bonta
Attorney General, California
Leading multi-state lawsuit to block the merger
 Anna Gomez
Anna Gomez
FCC Commissioner
Lone Democratic commissioner; publicly opposed the approval process

Organizations Involved

Nexstar Media Group
Nexstar Media Group
Broadcast Television Company
Acquirer; now the largest TV broadcaster in U.S. history

The largest local television broadcaster in the United States, now operating 265 stations in 44 states after absorbing Tegna.
Tegna Inc.
Tegna Inc.
Broadcast Television Company
Acquired by Nexstar; ceases to exist as independent company

Formerly the third-largest television station group in the U.S., operating 64 stations before being absorbed into Nexstar.
Federal Communications Commission (FCC)
Federal Communications Commission (FCC)
Federal Agency
Approved the merger via bureau-level action, waiving the 39% ownership cap

The federal agency that regulates interstate communications, including broadcast television licensing and ownership rules.

Timeline

January 2004 March 2026

12 events Latest: March 20th, 2026 · 5 months ago Showing 8 of 12
Tap a bar to jump to that date

  1. FCC approves merger, waiving the 39% ownership cap

    Latest Regulatory

    The FCC's Media Bureau — not the full commission — approved the deal and waived the national ownership cap for the first time, allowing the combined company to reach 80% of U.S. households. The Department of Justice also cleared the transaction.

  2. Eight state attorneys general sue to block the deal

    Legal

    California, New York, Colorado, Illinois, Oregon, North Carolina, Connecticut, and Virginia filed suit in federal court alleging the merger violates the Clayton Act by substantially lessening competition in local TV markets.

  3. DirecTV files separate lawsuit

    Legal

    DirecTV sued to block the merger, arguing the combined company would have extraordinary leverage to raise retransmission fees paid by cable and satellite providers.

  4. Trump reverses course, endorses the merger

    Political

    Trump endorsed the deal on Truth Social, saying it 'will help knock out the Fake News because there will be more competition.' FCC Chairman Carr responded: 'Let's get it done.'

  5. FCC accepts transfer applications

    Regulatory

    The FCC formally accepted applications to transfer control of Tegna stations to Nexstar, beginning its review process.

  6. Trump initially questions the deal

    Political

    President Trump wrote on Truth Social that he would 'not be happy' if the merger also allowed networks he considers hostile to expand.

  7. Tegna shareholders approve merger by 98% vote

    Corporate

    Approximately 98% of Tegna shares voted approved the deal, representing about 83% of total outstanding shares.

  8. Nexstar announces $6.2 billion deal to buy Tegna

    Corporate

    Nexstar and Tegna announced a merger agreement at $22 per share in cash, which would combine the first- and third-largest U.S. station groups.

  9. Nexstar acquires Tribune Media

    Corporate

    Nexstar completed its acquisition of Tribune Media, becoming the largest local TV broadcast company in the United States.

  10. FCC blocks Sinclair-Tribune merger over sham divestitures

    Regulatory

    Even under the business-friendly Pai FCC, the Sinclair-Tribune broadcasting merger was blocked after evidence that proposed station sales were designed to let Sinclair maintain de facto control.

  11. FCC reinstates UHF discount under Chairman Pai

    Regulatory

    FCC Chairman Ajit Pai reinstated the UHF discount, which counts UHF station audiences at half their actual size for ownership cap calculations, effectively loosening the cap.

  12. Congress caps broadcast ownership at 39%

    Regulatory

    The Consolidated Appropriations Act sets the national TV ownership cap at 39% of U.S. households, codifying a limit that had been debated since the Telecommunications Act of 1996.

Historical Context

3 moments from history that rhyme with this story — and how they unfolded.

1999 – 2008

Clear Channel radio consolidation (1999–2008)

After the 1996 Telecommunications Act lifted radio ownership caps, Clear Channel Communications acquired over 1,200 radio stations nationwide, including its $17.4 billion purchase of AMFM Inc. in 1999. The company went from 40 stations to controlling roughly 10% of all U.S. radio stations and captured a third of all radio advertising revenue.

Then

Local radio programming was widely replaced by centralized, nationally syndicated content. Hundreds of local radio jobs were eliminated.

Now

Clear Channel went private in a $26.7 billion leveraged buyout in 2006, was renamed iHeartMedia, and filed for bankruptcy in 2018 with $16 billion in debt. The episode became a cautionary tale about debt-fueled media consolidation.

Why this matters now

The closest precedent for what the Nexstar-Tegna merger could mean for local television. Radio consolidation after 1996 showed how lifting ownership caps can rapidly concentrate an industry — and how the debt taken on to fund acquisitions can become unsustainable.

June 2003 – January 2004

FCC's 2003 attempt to raise the ownership cap (2003–2004)

FCC Chairman Michael Powell pushed through new rules raising the national ownership cap from 35% to 45%. The decision triggered a rare bipartisan backlash in Congress, with both Republicans and Democrats objecting to media concentration. Over three million public comments opposed the change — at the time, the largest public response to any FCC proceeding in history.

Then

Congress passed legislation in January 2004 rolling the cap back to 39% — a compromise between 35% and 45%.

Now

The 39% cap was written into statute, and Congress removed the FCC's ability to revisit it in its regular quadrennial ownership reviews, intending the number to be permanent.

Why this matters now

The current FCC's waiver of the 39% cap achieves through regulatory action what Congress explicitly rejected in 2003–2004. Whether the FCC has authority to waive a cap that Congress set by statute is the central legal question in the pending lawsuits.

March 2017 – August 2018

Sinclair-Tribune merger blocked (2018)

Sinclair Broadcast Group attempted to buy Tribune Media for $3.9 billion, which would have made it the largest U.S. station group. FCC Chairman Ajit Pai — a Republican appointee generally favorable to deregulation — blocked the deal after discovering that Sinclair's proposed station divestitures were shams designed to let the company maintain control of 'sold' stations through executives with close ties to Sinclair.

Then

Tribune terminated the merger and sued Sinclair for breach of contract. Sinclair's stock dropped sharply.

Now

The failure demonstrated that even a deregulation-minded FCC had limits. Nexstar, not Sinclair, ultimately bought Tribune Media in 2019, becoming the largest station group.

Why this matters now

The Nexstar-Tegna deal succeeds where Sinclair-Tribune failed, but through a different mechanism: rather than proposing questionable divestitures to stay under the cap, Nexstar persuaded the FCC to waive the cap entirely — a more aggressive regulatory approach than even the Sinclair deal attempted.

Sources

(12)
+6
Deadline Variety Newsmax NPR CNN California Attorney General's Office The Hollywood Reporter CNBC The Desk NBC News Variety Variety