Nexstar and its rival Tegna will file paperwork for their pending $6.2 billion merger by Sept. 30.
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.
Per a filing with the U.S. Securities and Exchange Commission, those regulatory approvals include clearance from the Federal Communications Commission, as well as the expiration or termination of a 30-day waiting period after they file documents associated with the Hart-Scott-Rodino Antitrust Improvements Act of 1976. If the Federal Trade Commission or antitrust division of the Department of Justice issues a request for additional information, the merger would be subject to a second 30-day waiting period, unless it’s terminated early or extended by the parties.
The pending merger comes as Nexstar has pulled “Jimmy Kimmel Live!” off of its airwaves indefinitely following comments the late night host made during his Monday monologue about Charlie Kirk’s assassin, calling the late night host’s remarks “offensive and insensitive at a critical time in our national political discourse.”
“We do not believe they reflect the spectrum of opinions, views or values
of the local communities in which we are located,” Andrew Alford, president of Nexstar’s broadcasting division, said in a statement. “Continuing to give Mr. Kimmel a broadcast platform in the communities we serve is simply not in the public interest at the current time, and we have made the difficult decision to preempt his show in an effort to let cooler heads prevail as we move toward the resumption of respectful, constructive dialogue.”
Nexstar, which has more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people, owns 23 ABC affiliate stations and partners with nine other stations.
The company has been among the parties pushing for the FCC to lift the 39% cap on broadcast TV station ownership — a rule which agency chairman Brendan Carr has previously called “arcane” and “artificial.”
Upon closing of the Tegna deal, the combined company will have a total of 265 television stations in 44 states and the District of Columbia, representing 80% of U.S. television households, as well as stations in nine of the Top 10 markets and in 41 of the Top 50. It will add Big-4 affiliate stations in markets including Phoenix, Atlanta, Toledo and Portland, Maine.
When asked if Carr pressured Nexstar to pull Kimmel from the airwaves, a spokesperson for the company told TheWrap that the decision was made “unilaterally by the senior executive team” who had “no communication with the FCC or any government agency prior to making that decision.”
The FCC has asked for public input on changing the rules around broadcast station ownership. It will consider a notice of proposed rule-making that would advance its review of those rules and whether they should be retained, modified or eliminated during its open committee meeting on Sept. 30.
