It’s a proposed transaction that could only have come together thanks to an Eighth Circuit Court of Appeals ruling just weeks ago that will effectively erase the FCC’s Top-Four Prohibition — and the desire of the Commission under Chairman Brendan Carr to “Delete, Delete, Delete” a litany of rules that include the Congressionally mandated 39% local TV ownership cap established in the early 2000s.
Nexstar Media Group, the nation’s single-biggest licensee of broadcast television stations, has struck an agreement to purchase all of the stations under the TEGNA banner.
TEGNA is the company formerly known as Gannett, and word that a deal was brewing first surface late in the day on August 8 in The Wall Street Journal, with journalists Lauren Thomas and Jessica Toonkel standing by the word of “people familiar with the matter.”
However, deal terms and just how Nexstar, already at 39.1% national ownership and technically running afoul of FCC rules still on the books, would get the transaction done were not shared. TEGNA declined to comment to RBR+TVBR on the WSJ report; a Nexstar spokesperson said the company does not comment on rumors or speculation.
The timing of the WSJ report could also be questioned by market observers, as it arrived just 36 hours after Nexstar and TEGNA each released their respective Q2 2025 earnings. With TEGNA CEO Mike Steib noting that he’s been with the company one year and that the company is “making important progress on the strategic initiatives” that will shape the NYSE-traded company’s future,” another deal that would put TEGNA properties in the hands of another party was only the subject of rumors. TEGNA had previously sought a merger with Standard Media Group, led by hedge fund Standard General and its head, Soohyung Kim. The FCC designated the proposed transaction for hearing in front of an Administrative Law Judge for its structure, which involved a non-voting but highly significant stake in a new TEGNA held by Apollo Global Management. That entity controls Cox Media Group.
Yet, TEGNA is now on track to have its assets merged with those of Nexstar. What that means is not only transformational but a test to see just how quickly deregulation under the Carr Commission can come. As of today, the transaction wouldn’t be permissible. Plus, the 39% national ownership cap has become a highly divisive issue as the FCC weighs whether to loosen it or erase it altogether.
Don’t tell that to investors, who snapped up TEGNA shares in after-hours trading following the August 8 closing bell on the NYSE. By 8pm Eastern, “TGNA” was up by more than 30%, to $19.99 per share. TEGNA stock had been down by 16.3% year-to-date until the WSJ report. It was February 20, 2023 when TEGNA stock was so highly valued.
‘AN ACCRETIVE TRANSACTION’
As the sun rose on the morning of August 19, Dallas-headquartered Nexstar revealed that it has agreed to purchase TEGNA for $6.2 billion.
This negated a fresh report in The Wall Street Journal that said Sinclair Inc. had engaged in discussions with TEGNA and was considering a bid of its own.
Terms of the Nexstar-TEGNA tie-up will see Nexstar acquire all of the outstanding shares of TEGNA for $22 per share, in a cash transaction “inclusive of TEGNA’s net debt and estimated fees and expenses.”
Nexstar’s share value ahead of the opening bell on August 19: $226, up 9.5% from its Monday closing price of $206.38. For TEGNA, pre-market trading had shares priced at $21.35, up 5.9% from Monday’s closing price of $20.18.
At 3:23pm Eastern, NYSE-traded TGNA was at $21; Nasdaq-traded Nexstar was at $205.45.
AN ADDITIVE OVERLAP
TEGNA brings to Nexstar some 64 “local news brands” across 51 markets. There are also two radio stations inherited from TEGNA’s acquisition of the CBS affiliate in Columbus, Ohio, from the parent company of The Columbus Dispatch: Sports WBNS-AM “ESPN Columbus” and WBNS-FM “97.1 The Fan.”
The radio stations, presumably, would be added to WGN-AM in Chicago and retained under Nexstar ownership.
How the TV stations would mesh with Nexstar’s current stable of stations will be highly examined. New markets including Atlanta, the Twin Cities, Seattle and rapidly growing Boise will be added. But then there are markets where a potential multi-station cluster could raise eyebrows.
Below is a list of all of TEGNA’s stations. Markets in which Nexstar has a presence, either through one or multiple stations, are listed in bold.
The TV properties listed by TEGNA are as follows:
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KAGS-TV in Bryan-College Station, Tex.
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KARE-TV in Minneapolis-St. Paul
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KJAC-TV in Beaumont-Port Arthur, Tex.
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KCEN-TV in Waco, Tex.
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WOI-TV and KCWI-TV in Des Moines
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KENS-TV in San Antonio
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KFAA-TV & WFAA-TV in Dallas-Fort Worth
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KFMB-TV in San Diego
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KFSM-TV in Fort Smith, Ark.
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KGW-TV in Portland, Ore.
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KHOU-TV and KTBU-TV in Houston
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KXVA-TV in Abilene, Tex. and KIDY-TV in San Angelo, Tex.
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KIII-TV in Corpus Christi, Tex.
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KING-TV and KONG-TV in Seattle-Tacoma
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KMSB-TV and KTTU-TV in Tucson
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KPNX-TV in Phoenix and KNAZ-TV in Flagstaff, Ariz.
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KREM-TV and KSKN-TV in Spokane
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KSDK-TV in St. Louis
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KTFT-TV in Twin Falls, Idaho
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KTHV-TV in Little Rock
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KTVB-TV in Boise, Idaho
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KUSA-TV and KTVD-TV in Denver
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KVUE-TV in Austin
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KWES-TV in Midland-Odessa, Tex.
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KXTV-TV in Sacramento
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KYTX-TV in Tyler-Longview, Tex.
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WATN-TV and WLMT-TV in Memphis
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WBIR-TV in Knoxville
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WBNS-TV in Columbus, Ohio
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WNEP-TV and WTIC-TV in Hartford-New Haven
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WCNC-TV in Charlotte
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WFMY-TV in Greensboro-Winston Salem
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WGRZ-TV in Buffalo-Niagara Falls
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WHAS-TV in Louisville
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WKYC-TV in Cleveland
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WCSH-TV in Portland, Me. and WLBZ-TV in Bangor, Me.
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WLTX-TV in Columbia, S.C.
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WMAZ-TV in Macon, Ga.
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WNEP-TV in Wilkes Barre-Scranton
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WPMT-TV in Harrisburg-York-Lancaster
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WQAD-TV in Quad Cities, Ia.-Ill.
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WTHR-TV in Indianapolis
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WTLV-TV and WJXX-TV in Jacksonville
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WTOL-TV in Toledo, Ohio
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WTSP-TV in Tampa-St. Petersburg
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WUPL-TV and WWL-TV in New Orleans
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WUSA-TV in Washington, D.C.
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WVEC-TV in Norfolk
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WXIA-TV in Atlanta
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WZDX-TV in Huntsville, Ala.
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WZZM-TV in Grand Rapids, Mich.
