(Updated with Nexstar statement) A federal judge just put a halt to Nexstar’s proposed $6.2 billion merger with Tegna, putting in doubt the combination of the companies to create a broadcast station giant – at least for now.
With just a few hours to go on the current TRO, U.S. District Judge Troy Nunley on Friday issued a preliminary injunction, concluding that the transaction would diminish competition in violation of antitrust laws. The matter now enters a state of corporate stasis while the antitrust issues and trial play out.
However, the preliminary injunction comes with a legal caveat.
“At Defendants’ request, this preliminary injunction shall take effect starting April 21, 2026, at 5:00 p.m. PDT,” says tonight’s 52-page ruling. “In the meantime, to preserve the status quo and good cause appearing, the Court extends its Temporary Restraining Order (ECF No. 60) as modified (ECF No. 145) through April 21, 2026, at 6:00 p.m. PDT.
Very quickly, Nexstar made their intention to not take the defeat quietly official. “We will appeal today’s decision and look forward to presenting our case on its merits before the Ninth Circuit Court of Appeals,” the company said in a statement late Friday.
The decision is a defeat not just for the companies but also a black eye for the Trump administration’s FCC, which gave a relatively speedy greenlight to the transaction.
In fact, in many ways, the deal was a linchpin of FCC chairman Brendan Carr‘s goal of boosting the leverage of local TV stations against the power of national networks. In hydra-like fashion, Carr’s agenda saw Jimmy Kimmel pulled into political and cultural quicksand last year as Nexstar pulled the ABC late-night host off its stations for more than a week.
On the flip side, Joe Biden-appointed FCC commissioner Anna Gomez praised the California-based judge’s decision Friday.
“This is an important step toward ensuring that decisions of this magnitude are made with consumers in mind, not billion-dollar companies cutting backroom deals out of public view,” she posted online. “I welcome the court’s decision to pause this transaction and bring much-needed scrutiny to a deeply flawed approval process,” Gomez added, taking a swipe at the Trump administration’s fast-tracked approval method and its “coordinated, multi-agency effort to avoid accountability and judicial review.”
Plaintiffs DirecTV and various states have until April 30 to file amended complaints — which they are likely to do, we hear.
Tonight, California’s Attorney General Rob Bonta was quick to take the win, even though there are likely months, if not years, of corporate courtroom drama to come, plus blowback from the spurned Trump administration.
“My office and attorneys general nationwide have secured a preliminary injunction in our lawsuit opposing the illegal and U.S. DOJ-approved merger of Nexstar/Tegna — an order that demands the broadcasting titans stop merging while our case proceeds. This is a critical win in our case,” Bonta told Deadline this evening. “This merger is illegal, plain and simple. The federal government may have thrown in the towel, but we’ll keep fighting for consumers, for workers, for affordability, and for our local news.”
Bonta, who scored another win this week with the verdict by a federal jury in NYC that Live Nation is an illegal monopoly, was a driving force among the eight state AGs who filed suit March 18 to block the Nexstar-Tegna mega-merger.
DirecTV said in a statement, “We commend the Court’s decision, which reinforces the coalition of states’ and our shared belief that unchecked station consolidation will force consumers to pay more for less by reducing the quality and variety of local news coverage, driving up content prices, and increasing the threat of station blackouts.”
If allowed to go through eventually, the Nexstar-Tenga transaction would create a broadcast station behemoth, with 259 stations reaching about 80% of the country. As part of its FCC approval, the agency granted Nexstar a waiver from the national ownership cap, which prohibits any one entity from owning stations reaching more than 39% of TV households.
Nexstar closed its acquisition of Tegna on March 19, shortly after the FCC announced its regulatory approval. But in the preceding 24 hours, a group of state attorneys general, including from the Golden State and New York, filed suit to block the transaction. DirecTV also sued to halt the deal.
RELATED: Nexstar-Tegna Merger Cheered By Wall Street And Local TV Rivals: Are More Mega-Deals On The Way?
The next week, Nunley granted a temporary restraining order on the transaction, ruling that DirecTV established “a likelihood of success on the merits” on its claim, and that moving forward with the transaction would create “irreparable harm.” DirecTV’s case later was consolidated with the states’ cases.
The TRO required that Nexstar keep the Tegna assets distinct, freezing efforts to combine the companies that already had started.
L-R: Brendan Carr and Donald Trump
Getty Images
Donald Trump endorsed the merger in February, and his FCC chairman Carr, indicated his support shortly thereafter, even though the transaction still was being reviewed by the agency.
RELATED: Nexstar CEO Salutes Donald Trump For Backing Tegna Merger, Says Mega-Deal Is On Track To Close By June–
With the merger, Nexstar would gain control of additional “big four” stations in 31 markets where it already has one or more outlets. The company would have 27 new duopolies, where it would own two stations in a market, and three new triopolies, where it would own three.
In his ruling, Nunley rejected Nexstar’s argument that its competitive landscape includes streaming and digital services, siding with DirecTV’s contention that “customers do not consider them to be reasonable substitutes.” Moreover, the judge concluded that Nexstar and Tegna competed in local, designated market areas, not nationwide.
“The fact that MVPDs cannot turn to stations outside of a [local market] to replace blacked out stations is determinative of the geographic market — there are no alternate sources of supply,” the judge wrote.
Nunley sided with plaintiffs’ arguments that the merger would give Nexstar greater bargaining leverage to extract higher retransmission fees. There also was “ample evidence,” the judge wrote, that those fees get passed along to consumers.
The judge also rejected Nexstar’s request that the plaintiffs post a $150 million bond as the case plays out. Instead, he is requiring a nominal bond of $10,000.
Wall Street punished Nexstar shares when the court issued its initial ruling. Long a standout performer in the battered media sector due to a strong balance sheet and demonstrated ability to execute M&A transactions, the broadcaster’s stock encountered rare turbulence over the Tegna uncertainty. Benchmark Capital cut its 12-month price target by $50 on the company’s shares, citing near-term hurdles to the merger, but maintained a “buy” rating.
Nexstar has let its lawyers do the talking for the company in recent weeks, but Nexstar CEO Perry Sook is scheduled to be interviewed by Inside Edition host Debra Norville on Tuesday at the NAB Show in Las Vegas. While it’s hard to know if the conversation will touch on the Tegna situation in any detail, Sook surely will be asked May 7, when Nexstar reports its first-quarter earnings.
RELATED: Too Big Or Too Small: Five Takeaways As Senators Weigh Local News, TV Ownership Limits And Trump’s Surprise Nexstar Merger Endorsement
Despite the late twist in the merger narrative, investors have boosted Nexstar shares back to the level where they were before the judge’s first ruling. They closed Friday at $200.78, up 2%, the first time they finished above $200 since March 27.
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