A little more than two months ago, Nexstar Media Group revealed that it has reached a formal agreement to acquire TEGNA. “This is a defining moment for our company, and for our viewers and advertisers … setting the stage for a bright future for Nexstar,” said company founder, Chairman/CEO and No. 3 shareholder Perry Sook in announcing the deal.
As of today, paperwork needed for FCC approval of the proposed transaction hasn’t yet been filed, and any regulatory OK of the deal isn’t expected until 2026, FCC Chairman Brendan Carr has shared.
Carr’s comments came at the end of a press conference conducted following the FCC’s October Open Meeting, in response to a question from Bloomberg News reporter Kelcee Griffis.
Going back to an earlier question during the formal Q&A session, replacing press scrums of the past, Griffis asked about merger reviews by stating that Nexstar and TEGNA have both expressed a great deal of confidence that their merger will be able to close by the second half of 2026.
Doing so relies on rule “modernization” — namely the removal of the 39% national audience reach cap in place since the early 2000s, Griffis pointed out.
Carr quickly interjected, ” … a filing application, too.”
This signals that attorneys representing Nexstar and TEGNA have not yet submitted the required transfer of control filings with the Commission. However, there’s one big obstacle to doing so: the Licensing and Management System (LMS) at the FCC has been entirely inaccessible since the start of the federal government shutdown on October 1.
Confirming that the filing hasn’t happened yet, Griffis asked Carr if the filing wouldn’t necessarily be made until the FCC “makes some signal” that it is ready to address the 39% rule. Has Carr had any conversations with Nexstar or TEGNA that would give them the confidence that the transaction would indeed close before June 30, 2026? Is there a status update Carr can provide on where the FCC is on its review of the national ownership reach cap?
Carr replied by noting that there are multiple matters at hand. First, there is the public notice on the national ownership cap. Then, there is the latest Quadrennial Review of the FCC’s ownership rules. Add to that the Nexstar-TEGNA transaction itself, for which the Commission “is continuing to assess the record.”
For Carr, he says he’s “expressed no concrete views” and has “tried to convey my general thinking and approach on these issues” over several years. But, there is no final decision at this point that has been reached, he said. “We’re continuing to analyze it,” Carr continued.
Griffis wanted to know more about how Carr believes he has expressed no concrete views … on the cap, or on Nexstar-TEGNA’s combination of assets? Carr replied that he was indeed commenting on the cap and the Quadrennial Review, noting, “a lot of these regulations are really sort of backwards looking,” and many marketplace changes are relevant and should be taken into account when reviewing the rules.
Will the public see anything on Nexstar/TEGNA by the end of 2025? Carr’s response to Griffis noted how the federal government is shut down, and as such, said, “I wouldn’t expect anything this year. It hasn’t been filed yet, but we’ll see where things go. We haven’t made a final decision on the merits or on the timing at this point.”
