Nexstar's Buzzer Beater
By the time the games in the evening session on day one of the 2026 NCAA Men’s Basketball Tournament were tipping off, the broadcast industry had witnessed its own version of a buzzer beater — when the simultaneous approval by both the U.S. Department of Justice and the Federal Communications Commission of Nexstar Media Group’s $6.2 billion acquisition of TEGNA Inc. was followed quickly by Nexstar’s announcement that it had already closed the deal.
Seemingly faster than the final score of a game could be put on the screen, the TEGNA website was replaced by a single webpage stating “TEGNA, Inc. is now part of Nexstar Media Group,” with a “click to learn more” link that would take you to the Nexstar press release on the deal’s closing.
The speed of this was more startling than VCU’s comeback to stun North Carolina — as the Rams erased a 19-point second-half deficit to win 82-78 in overtime, the largest first-round comeback in tournament history — blowing a gigantic hole in our brackets.
Just the night before, a coalition of eight state attorneys general — led by California AG Rob Bonta and joined by New York, Colorado, Illinois, Oregon, North Carolina, Connecticut, and Virginia — had filed a federal antitrust lawsuit seeking to block the merger, alleging it violated Section 7 of the Clayton Act by substantially lessening competition. DIRECTV piled on Thursday with its own separate federal suit, arguing that the combined company’s enormous leverage in retransmission consent negotiations would ultimately hit satellite subscribers in the wallet.
Neither lawsuit apparently stopped the clock before the horn sounded. When it did, Perry Sook and company had won their fight to create the nation’s largest owner of local television stations — 265 of them, across 44 states and Washington, D.C.
As The Desk’s Matthew Keys first reported, the FCC’s Media Bureau released its 40-page order, numbered DA-26-267A1, granting Nexstar a waiver of the existing rules that limit any one company from owning TV stations reaching more than 39 percent of the nation’s television households. The order devotes many pages to explaining the deal’s cap conflict. Still, it justifies the waivers on public-interest grounds, citing an increasingly competitive media landscape dominated by streaming giants and the Big Four network owners. “Grant of the relevant waiver,” the Commission wrote in DA-26-267A1, “will most effectively further FCC media policy goals, help promote better service in local markets, and benefit consumers.”
In paragraph 35 of the order, the FCC makes the remarkable argument — at least to us — that it has the legal authority to waive that pesky cap embedded in Congressional statute (that is, “law”) because “Congress ‘knew exactly’ how to remove the Commission’s authority to waive or modify the National Cap if it so intended, but chose not to do so.”
In other words, the FCC told Congress: “Hey, you didn’t specifically tell us we didn’t have the authority to ignore the ownership cap, so we assume we do — and we’re using it.”
Depending on the calculation being used, the newly combined Nexstar-TEGNA stations will reach somewhere between 70 and 80 percent of the nation’s television households. To quote the late, great baseball announcer Bob Uecker, that would be “Just a bit outside.”
The Commission went so far as to note that by adding the TEGNA stations to its portfolio and then divesting a few, Nexstar will own 259 stations — less than 15 percent of the currently licensed 1,777 full-power television stations. And while that is technically correct, it fails to account for the roughly 30 stations owned by so-called “sidecar” companies Mission Broadcasting and White Knight Broadcasting. While these companies hold those stations’ licenses, they are operated by Nexstar as if they were stations it controlled outright. Mission’s ownership of WPIX in New York City, for example, takes that station’s reach in the nation’s single largest TV market off Nexstar’s books in any calculation of the ownership cap.
As part of securing FCC approval, Nexstar agreed to divest six stations from the 265 it will now own outright — within two years of the closing date: KTVD Denver, CO; WTHR Indianapolis, IN; WCTX New Haven (Hartford), CT; WAVY Portsmouth (Norfolk), VA; WUPL Slidell (New Orleans), LA; and KNWA Rogers, AR. That is, if the FCC’s rules still require it to do so at that time. (We were puzzled by this particular selection of stations until concluding that these stations likely prevent Nexstar from claiming too large a share of a given market’s advertising dollars or from owning more than two stations affiliated with the Big Four networks of ABC, CBS, FOX, and NBC.)
The company also committed to extending current retransmission consent rates to existing pay-TV partners through November 30, 2026, and pledged to expand local news investment in acquired markets. The order includes considerable detail on Nexstar’s representations that it has historically increased such investment in each market it has acquired — with no detail, however, on the number of positions that may have been eliminated in those same acquisitions.
FCC Chairman Brendan Carr, who signaled as far back as last month that he was prepared to sign off on this mega-merger, framed the approval as a rescue mission for local journalism. “For too long,” he said in a statement, “the FCC stood by while newspapers closed by the dozen in communities all across the country.” (Not that the FCC has anything to do with the printed press, but why let that relevant fact get in the way?) The lone Democratic commissioner, Anna Gomez, took sharp exception, calling the approval rushed and opaque — decided behind closed doors, without a full Commission vote or public process. “The American public,” she wrote, “deserves to know how and why this decision was made.”
One person not asking those questions: Nexstar founder, chairman, and CEO Perry Sook. In his own statement, he thanked President Trump, Chairman Carr, and the DOJ by name, calling the deal “essential to sustaining strong local journalism in the communities we serve.” It was a grateful exit from a regulatory gauntlet that, as recently as a month ago, appeared to have no clear finish line — particularly at the DOJ, where staff turnover in the antitrust division had forced Nexstar to repeatedly re-brief incoming reviewers. Some reporting points to last month’s forced departure of Gail Slater from that division following disagreements with senior DOJ officials, and reports of interference in antitrust cases then in process. It’s important to note that the review of the Nexstar-TEGNA merger was never specifically mentioned as one of those cases.
The attorneys general are not ready to concede the floor. California’s AG Bonta declared Thursday evening that “Nexstar/TEGNA is not a done deal,” and his office confirmed the antitrust lawsuit would proceed in federal court. DIRECTV echoed the message. A source familiar with the satellite carrier’s case told The Desk there were still “lots of twists to come.”
There may well be. A merger that closes while federal injunctive actions remain live is an unusual posture — legally complex, and potentially reversible depending on how the courts ultimately rule. The ownership waiver itself has drawn scrutiny over whether the FCC had the statutory authority to grant it at all, or whether that power belongs exclusively to Congress. That question, unresolved Thursday, is likely headed for the D.C. Circuit.
For now, though, Nexstar owns the floor. The company that was already the largest local television news provider in the United States went through seven months, one DOJ review, one FCC waiver process — and, in the face of two federal lawsuits, took its proverbial three-point shot to win.
Whether the score at the final horn holds — or whether “the refs,” in the form of the courts, are still reviewing the play — is the outcome many will be watching long after the madness of March has concluded with its traditional “One Shining Moment” song.
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