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Nexstar Fires Back In Tegna Merger Lawsuit, Asking Appeals Court To Expedite Process

By Michael Thompson

about 13 hours ago

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Nexstar Fires Back In Tegna Merger Lawsuit, Asking Appeals Court To Expedite Process

Nexstar has petitioned the Ninth Circuit to expedite its appeal of an injunction blocking its $6.2 billion merger with Tegna, claiming the order causes severe operational harm. The case centers on antitrust concerns raised by DirecTV and state attorneys general versus Nexstar's arguments about industry viability.

Nexstar Media Group has asked a federal appeals court to speed up its challenge to a preliminary injunction blocking its proposed $6.2 billion merger with Tegna Inc., arguing that the order is causing immediate and irreparable harm to both companies. The filing, submitted Wednesday evening to the Ninth Circuit, describes the lower court’s April ruling as a “straightjacket” that “risks profound harms” to Tegna and could threaten the station group’s long-term survival.

In a companion brief, Nexstar contended that the injunction sweeps far too broadly, affecting “stations, operations, and corporate functions that have nothing to do with plaintiffs’ alleged harms.” The company urged the appeals court to narrow the order to match the specific claims raised by DirecTV and several state attorneys general, who allege the deal would reduce competition in retransmission consent negotiations and diminish local news coverage.

The lawsuit, which seeks to derail the combination, claims the merged entity would gain excessive leverage over pay-TV providers and produce less diverse local journalism. Nexstar has consistently rejected those assertions, maintaining that the full record at trial will show the deal benefits viewers and advertisers alike. The company further warned that every additional month under the hold-separate order locks Tegna into an “outdated structure” already under financial pressure.

The dispute traces back to March, when Nexstar announced it had closed the transaction minutes after receiving Federal Communications Commission approval. The Department of Justice had previously cleared the deal as well. Integration efforts began immediately but were halted days later when a federal judge issued the injunction and ordered the companies to maintain separate operations.

Nexstar is now asking the Ninth Circuit to schedule oral arguments as early as August so the appellate process does not stretch across many additional months. The company noted that the injunction reaches into areas such as finance, accounting, and information technology that lie well outside the retransmission and news issues raised by the plaintiffs.

The proposed merger would create the largest local television broadcaster in the United States, reaching approximately 80 percent of American households. Current FCC rules cap a single owner’s national reach at 39 percent, a limit Nexstar and other station groups have long argued is outdated in an era of streaming and social media competition. The FCC has indicated it may have authority to adjust the cap, though Democratic Commissioner Anna Gomez and some members of Congress insist only lawmakers can make such a change.

President Trump and his FCC appointee Brendan Carr have publicly supported the transaction, viewing it as consistent with a broader deregulatory approach to media mergers. Observers in Washington and on Wall Street are monitoring the case closely, noting that a successful challenge could embolden opponents of other large combinations, including the proposed Paramount-Warner Bros. Discovery deal.

During Nexstar’s most recent quarterly earnings call, analysts pressed executives on the status of the appeal and the costs of delay. Citi media analyst Jason Bazinet observed that he had “never really come across a situation where shareholders own an asset and can’t manage it.” Nexstar Chief Executive Perry Sook responded that the company remains “very comfortable” with Tegna’s performance as a subsidiary since the deal was first announced last summer, even as the legal briefs paint a more urgent picture.

Sook has also highlighted the broader challenges facing the local television industry. Speaking at the NAB Show last month, he said it is “a matter of time” before only “two or three” major station operators remain, given the strain on traditional pay-TV bundles and declining linear viewership. That competitive pressure, Nexstar argues, is a central reason the ownership limits should be updated.

A separate challenge to the merger, brought by conservative outlet Newsmax and several broadband industry associations, is currently pending before the D.C. Circuit Court. That case adds another layer of uncertainty to the timeline for completing the transaction.

Industry analysts say the outcome could influence how future media mergers are evaluated, particularly those involving local broadcast assets. If the Ninth Circuit grants the request for expedited review, a decision could come before the end of the year, potentially allowing the companies to resume integration efforts or forcing further negotiations with regulators and plaintiffs.

Both sides continue to prepare for a full trial on the merits while the appeal proceeds. Nexstar maintains that the preliminary injunction exceeds what the plaintiffs demonstrated and that the combined company would still face robust competition from other broadcasters and digital platforms. The plaintiffs, for their part, have argued that the deal’s scale alone justifies the extraordinary relief granted by the district court.

Whatever the appeals court decides, the case is likely to set important precedents for how courts weigh competitive concerns in media transactions against claims of operational necessity and financial viability. For now, Nexstar and Tegna remain separate entities, with the future of their combination resting in the hands of the Ninth Circuit.

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