In a sweeping and controversial move, the Federal Communications Commission under Chairman Brendan Carr has approved the $6.2 billion merger between Nexstar Media Group and Tegna, creating the largest television broadcasting company in U.S. history.
The decision, which was followed almost immediately by Nexstar's rapid closing of the deal, has ignited legal challenges, opposition across the political spectrum, and renewed debate over federal media ownership limits.
The newly combined company will control or operate about 260 television stations across 44 states and Washington, D.C., reaching an estimated 80% of U.S. households.
That scale far exceeds the longstanding 39% national audience reach cap established by Congress in 2004, raising immediate questions about the legality of the FCC's approval. The FCC said it used a waiver to circumvent the cap.
The FCC also flouted Republican lawmakers who had called for the full commission to vote on the merger and cap changes, and instead made the decision at the Media Bureau, an administrative level.
Industry insiders were as stunned by Nexstar's unprecedented decision to close the transaction within hours of receiving regulatory clearance from both the FCC and the Department of Justice as they were by the approval itself.
Merger attorneys say such a rapid closing is virtually unheard of for a deal of this size and complexity, particularly one already facing active litigation.
"This is not how these deals typically unfold," one merger lawyer familiar with large media transactions said.
"You almost always see a delay to account for potential injunctions or last-minute legal actions. Closing immediately suggests a strategic effort to get ahead of the courts."
Legal challenges were already underway. Just hours before the deal closed, attorneys general from eight states, led by California, filed suit to block the merger on antitrust grounds.
The coalition, which includes New York, Colorado, and Virginia, argues that the transaction will reduce competition, inflate retransmission fees charged to cable and satellite providers, and ultimately increase costs for consumers.
California Attorney General Rob Bonta made clear the fight is far from over, stating, "Nexstar/Tegna is not a done deal. California will not let the parties merge without a fight."
DirecTV and industry groups representing smaller cable operators have also filed or signaled support for legal action, warning that the combined company will wield outsized leverage in carriage negotiations, particularly harming rural and smaller market providers.
At the center of the controversy is Carr's decision to grant Nexstar a waiver of the national ownership cap.
Critics argue that the 39% limit is statutory — set by Congress — and cannot be waived by the FCC.
The FCC also approved additional waivers allowing Nexstar to exceed local market ownership limits, despite overlaps in nearly three dozen markets.
The FCC move makes clear the agency will no longer limit station groups to owning only one major TV station in a market.
As a condition of approval, however, Nexstar did agree to divest six stations within two years and commit to increasing local news production.
But opponents say those concessions fall far short of addressing the broader impact of consolidation.
FCC Commissioner Anna M. Gomez, the sole Democrat on the panel, sharply criticized both the substance and the process of the decision, noting it was approved by the Media Bureau without a full commission vote.
"A transaction of this magnitude demands open deliberation, not a quiet sign-off meant to avoid public scrutiny," Gomez said.
She warned the merger would lead to newsroom cuts, fewer local voices, and higher consumer costs — trends already observed in markets where Nexstar operates.
Perhaps more striking is the unusually strong opposition from prominent conservative figures and media organizations.
While Carr and some allies argue the merger will bolster conservative influence in broadcast media, others on the right see it as a dangerous concentration of power.
Newsmax CEO Christopher Ruddy has argued the deal gives Nexstar 80% reach across the U.S., far more than federal law permits.
Other conservative voices opposing lifting the national TV ownership cap and the deal include OANN, CPAC, the National Religious Broadcasters, and the ZOA.
Their concerns center on the potential for a single broadcast giant to dominate local television markets, limiting diversity of viewpoints, and squeezing out smaller competitors.
"This isn't about ideology — it's about market power," Ruddy said.
"When one company controls that much distribution, it can shape what gets aired and what doesn't."
Newsmax and others have said Nexstar is a liberal-leaning media company. In the 2024 election, nearly 80% of its employee donations for the presidential race went to Democrat Kamala Harris.
Nexstar's new channel carries a lineup of left-wing hosts led by Chris Cuomo in prime time.
Meanwhile, Nexstar CEO Perry Sook has framed the merger as essential to the survival of local journalism, arguing that scale is necessary to sustain operations in an increasingly fragmented media landscape.
Critics note that in 2019, when Nexstar merged with Tribune, it fired more than 20% of the combined company's staff – targeting mostly local journalists.
"By bringing these two outstanding companies together, Nexstar will be a stronger, more dynamic enterprise," Sook said.
Nexstar reported EBITDA in 2024 of $1.8 billion and the company projects after the merger profits will soar to more than $2.3 billion.
The profit growth will come largely from increased fees charged to cable operators, costs that are typically passed on to consumers.
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