One year ago, the mere suggestion that the nation’s largest single owner of broadcast TV stations could merge with another big over-the-air TV station group would have been laughed at as preposterous.
Now, Perry Sook, the founder and Chairman/CEO of Nexstar Media Group, is having the last laugh. And, he’s singled out “the initiatives being pursued by the Trump administration” for making a $6.2 billion proposed all-cash acquisition of TEGNA a possibility.
In prepared comments released early Tuesday, along with confirmation of a deal first discussed by The Wall Street Journal late in the afternoon on August 8, Sook commented that these moves led by Trump “offer local broadcasters the opportunity to expand reach, level the playing field and compete more effectively with the ‘Big Tech’ and legacy ‘Big Media’ companies that have unchecked reach and vast financial resources. We believe TEGNA represents the best option for Nexstar to act on this opportunity.”
Sook also used the opportunity to share how Nexstar and TEGNA “are similarly dedicated to providing communities of all sizes with the best programming and fact-based local journalism along with innovative digital products and marketing solutions for local viewers and advertisers.”
In the case of TEGNA, that includes Premion, the streaming TV ads platform.
‘GROWTH THROUGH DEALS’
As the nation’s No. 1 broadcast TV ownership group, Sook shared how this was made possible thanks to “many well-received transactions since 2011.”
This includes the 2019 acquisition of Tribune Media — a company that Sinclair Inc. originally sought to acquire and has now engaged in a strategic review of its own broadcast assets.
Describing the last 14 years of transactions at Nexstar, Sook said, “The playbook we followed to make those transactions successful – improving and increasing local content, executing on identified synergies, and quickly de-leveraging our balance sheet with free cash flow post-close – are the same opportunities and strategies we will use in connection with this transaction. With committed financing and a plan for significant synergy realization, we believe the combined entity will be poised for growth, leverage reduction, and the enhancement of shareholder value.”
Regarding the addition of TEGNA stations, Nexstar believes the company that will emerge post-closing “will be better able to serve communities by ensuring the long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion.”
Nexstar will also be able to provide advertisers “with an even greater variety of competitive local and national broadcast and digital advertising solutions to serve brands and consumers more effectively,” the company said.
Howard Elias, Chairman of TEGNA’s Board of Directors, remarked, “At TEGNA, we share Nexstar’s commitment to local broadcasting, exemplified by numerous investments and initiatives, industry journalism awards, and the significant expansion of our local news content. This transaction, which will provide premium near-term value to TEGNA shareholders, comes at a time of rapid change in our industry and reflects the fact that policymakers of all perspectives are calling for regulations governing our industry to be modernized. This transaction with Nexstar will further solidify the critical role our stations serve in our communities, preserve their trust, and be better able to compete in today’s highly fragmented media environment.”
Meanwhile, TEGNA CEO Mike Steib said, “We are thrilled to have found a partner in Nexstar that will enable TEGNA’s stations to continue doing what we do best: creating outstanding and impactful local content coupled with the delivery of indispensable digital products to the communities we serve around the country. Nexstar and TEGNA both share a rich heritage of commitment to journalistic excellence and technological advancements. Together, we will expand news coverage to serve more communities, across more screens, and ultimately secure the future of local news for generations to come.”
TEGNA did not elaborate on the transaction, which is expected to close by the second half of 2026.
WHAT NEXSTAR LOOKS LIKE WITH TEGNA
On a combined basis for the last eight quarters annualized ending June 30, 2025, Nexstar, together with TEGNA, would have combined net revenue (excluding synergies) of $8.10 billion and combined Adjusted EBITDA (excluding synergies) before stock-based compensation of $2.56 billion.
“Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions,” the company added. “Together, the Adjusted Free Cash Flow of TEGNA, the expected synergies on an after-tax basis and the estimated after-tax financing costs related to the transaction, is expected to be more than 40% accretive to Nexstar’s standalone Adjusted Free Cash Flow in the first twelve months after closing.”
After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, Nexstar’s total net leverage ratio was 3.19x.
“Consistent with past transactions, Nexstar initially intends to allocate excess free cash flow to repay debt,” it says.
The transaction is subject to customary closing conditions, including TEGNA shareholder and regulatory approvals.
Serving as financial advisors in this transaction are BofA Securities, J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC.
Kirkland & Ellis LLP, Wiley Rein LLP, and Morrison Foerster are acting as legal counsel to Nexstar.
Allen & Company LLC is acting as financial advisor to TEGNA and Wachtell, Lipton, Rosen & Katz, and Covington & Burling LLP are acting as its legal counsel.
Transaction Details
• TEGNA purchase price of $22.00 per share, reflects a 31% premium to TEGNA’s unaffected 30-day average stock price ending August 8, 2025.
• Transaction has been unanimously approved by TEGNA’s Board of Directors.
• TEGNA debt will be refinanced and/or assumed at close.
• Committed financing in place from BofA Securities, J.P. Morgan Chase N.A., and Goldman Sachs & Co. LLC to finance the transaction.
Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the country’s 210 television DMAs.
The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households.
