Two major players in the local television business are coming together. Nexstar Media Group will acquire Tegna for $6.2 billion, including debt and estimated transaction fees and expenses, the companies announced on Tuesday.
Under the terms of the agreement, the former will acquire the latter’s outstanding shares for $22 per share — a 31% premium to the company’s 30-day average stock price as of Aug. 8, the last closing stock price prior to media reports of a potential transaction.
The deal is expected to close by the second half of 2026, subject to Tegna shareholder and regulatory approvals. It will be financed through a combination of new financing, cash on hand, cash generated between signing and closing and revolver borrowing capacity and Tegna’s debt will be refinanced or assumed at closing.
Upon closing, Nexstar, together with its partners, will have 265 television stations in 44 states and the District of Columbia, representing 80% of U.S. television households. It will add Big-4 affiliate stations in markets including Phoenix, Atlanta, Toledo and Portland, Maine. The combined company will also have stations in nine of the top 10 markets, and in 41 of the top 50.
“The initiatives being pursued by the Trump administration 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,” Nexstar chairman and CEO Perry Sook said in a statement. “We believe Tegna represents the best option for Nexstar to act on this opportunity.”
Together, Nexstar and Tegna will have combined net revenue of $8.1 billion and adjusted EBITDA before stock-based compensation of $2.56 billion, excluding synergies. Nexstar expects to generate synergies of approximately $300 million from the deal.
The companies said the deal would leave Nexstar “well-positioned to compete in today’s fragmented and rapidly evolving marketplace” and ensure the “long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion.”
Shares of Nexstar jumped 8% in pre-market trading on Tuesday, while Tegna stock popped 4.3%.
The move comes as the National Association of Broadcasters, conservative groups and members of Congress have all lobbied the Federal Communications Commission, asking for the agency to modernize broadcast ownership rules, which currently limit a single entity’s ability to own TV stations that collectively reach more than 39% of U.S. TV households.
The agency has opened up the matter for public comment. The U.S. Court of Appeals for the Eighth Circuit also recently ruled against limiting a single entity from controlling multiple Big Four affiliate networks in a single market.
During a panel discussion hosted by the Milken Institute in May, FCC chairman Brendan Carr signaled support of TV station ownership reform being one way to empower local broadcasters, calling the current rules “arcane” and “artificial.” But experts have previously told TheWrap that there are a number of hurdles for local TV station owners looking to pursue M&A besides just regulatory approval, including declining station and retransmission values due to cord-cutting and higher production costs and debt.
Sook also touted the company’s track record around M&A since 2011, including the acquisition of Tribune Media for $4.1 billion in 2019.
“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,” Sook added. “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.”
Tegna CEO Mike Steib said the deal would allow Tegna 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,” Steib added. “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.”
The latest dealmaking in the broadcast TV space follows Gray Media’s acquisition of ABC-Fox-CBS-NBC affiliate stations in 10 markets from Byron Allen’s Allen Media Group for $171 million.
Sinclair Broadcast Group is also exploring strategic alternatives for its broadcast TV business, including acquisitions, strategic partnerships and business combinations with potential partners in the broadcast and the broader media and technology ecosystem, as well as separating its Sinclair Ventures business through a spin-off, split-off, or other transactions.
Sinclair also recently sold its local news service NewsOn to Zeam for an undisclosed amount.
