Nexstar Media Group, the nations’ largest TV affiliate proprietor, thrust itself into the highlight final month as Jimmy Kimmel was yanked off of ABC in an argument that exploded into a particularly public battle over free speech.
Although that September standoff has since been resolved, the episode dropped at mild the seldom-discussed relationship between associates and its pending $6.2 billion merger with rival Tegna, one that may give it unprecedented attain within the U.S. Critics say the merger will give Nexstar an excessive amount of clout, and the Kimmel standoff was a major instance of that. However the firm says the deal is important to make sure it could actually compete with tech and media rivals and proceed investing in native journalism.
“When the 70 or so stations representing two station teams elected to pre-empt ‘Jimmy Kimmel Reside,’ they despatched a robust message. Specifically, tv station teams have grown to have an excessive amount of clout,” David Boylan, former chairman of ABC’s associates board, informed TheWrap. “This merger would merely compound the issue. Elected officers and voters noticed what occurs when their native TV station is managed by outsiders with revenue pursuits from a mega company.”
Nexstar countered with the realities of its embattled business. The deal is “important to the way forward for native tv and native journalism” because the enterprise bleeds prospects who’re shifting towards streaming companies and social media, mentioned Nexstar CEO Perry Sook in an announcement to TheWrap. He added that Nexstar is “locked out of a whole bunch of communities” and sure by regulatory constraints that don’t apply to Huge Tech and conventional media firms.
“The Huge Tech firms and media distributors give attention to creating viewers buzz and the profitable viewership, scrolls and clicks that may include it — in brief, they thrive on engagement, not accuracy in information,” Sook mentioned.
In the course of September, the excitement that drew all of the clicks and scrolls had been squarely centered on the Kimmel suspension and Nexstar’s pending merger with Tegna.
The mixed entity would personal 265 tv stations in 44 states and the District of Columbia, representing a attain of 80% U.S. TV households. If that appears like so much, it’s. The deal requires altering the principles limiting what number of stations one firm can personal, which is the place Federal Communications Fee Chairman Brendan Carr is available in.
It was Carr who mentioned on a Sept. 17 podcast, two days after Kimmel made inflammatory statements about Charlie Kirk’s alleged killer, that the late evening host ought to be reprimanded. Carr not so subtly threatened that he might “do that the simple means or the arduous means.” Inside hours, Nexstar and fellow affiliate proprietor Sinclair Broadcasting mentioned they’d pre-empt Kimmel, main Disney’s ABC to comply with swimsuit.
Whereas Nexstar has denied Carr’s feedback had any affect in its choice, the regulator’s blessing is required to push via the merger. And final week, the prospect of extra native TV station consolidation moved one step nearer to actuality because the FCC superior its evaluate of whether or not to retain, modify or remove sure broadcast possession guidelines.
Nexstar’s position within the Kimmel incident introduced new consideration to the deal and will re-energize opposition to additional consolidation, business observers mentioned. Others, nonetheless, imagine Nexstar’s position within the Kimmel suspension might curry favor and pave the way in which for the merger to undergo.
There’s solely $6.2 billion on the road.
The Nexstar-Tegna merger “has potential to reshape the media business, setting a precedent for a way the administration could method future consolidation efforts if possession caps are lifted,” Corey Martin, managing associate of Granderson Des Rochers LLP’s leisure finance apply, informed TheWrap. He added that the deal could set off a “ripple impact of additional business mergers, as smaller associates will doubtless battle to compete towards such market dominance.”
A spokesperson for Tegna declined to remark for this story. Representatives for the FCC didn’t return TheWrap’s request for remark.
Broadcast possession hurdles
To ensure that Nexstar and Tegna to mix, the federal government must change its insurance policies limiting the attain of affiliate firms.
These embrace the twin community rule, which prohibits mergers between or amongst ABC, CBS, Fox and NBC networks, and the native tv rule, which permits a single entity to personal greater than two tv stations in the identical native market so long as not less than one of many stations will not be ranked among the many “top-four” stations. The highest-four prohibition was vacated by the U.S. Courtroom of Appeals for the Eighth Circuit in July.
Moreover, the FCC mentioned in June that it will “refresh the report” on its evaluate of the nationwide broadcast possession cap, which states that no single entity can personal or management broadcast tv stations that, within the combination, attain greater than 39% of U.S. TV households. Nexstar is in search of a change that may permit it to greater than double that attain.
“Our major objective is to advertise funding in native broadcasters who present trusted information and data important to the communities they serve,” Carr mentioned throughout the company’s Open Committee assembly on Sept. 30.
Emarketer senior analyst Ross Benes believes that the lately resolved Jimmy Kimmel feud works within the favor of the Nexstar-Tegna merger as a result of “kissing the ring goes a good distance in getting governmental favors.” However he warned {that a} merger received’t sluggish the decay of broadcast TV.
“Most up-to-date mergers involving TV networks have been disasters, leading to layoffs, added debt, much less competitors and hardly any tangible advantages to customers,” Benes informed TheWrap. “You’ll be able to’t merge your means out of a structural drawback that has effects on the entire business, however given the state of issues, perhaps they don’t really feel like they’ve many different viable choices.”
How Nexstar grew to become a quiet large
Nexstar was based in 1996 by Sook after he acquired Scranton, Pennsylvania’s WYOU. Since then, Nexstar has expanded to greater than 200 owned or associate stations in 116 U.S. markets reaching 220 million folks via a decade-long shopping for spree.
Nexstar additionally not directly controls 29 stations via Mission Broadcasting, two via White Knight Broadcasting and 4 via Vaughan Media utilizing shared service, joint gross sales and native advertising agreements, in line with its newest annual report. It additionally has had a number of main acquisitions since Trump’s first time period — together with Media Basic for $4.6 billion in 2017, Tribune Media for $4.1 billion in 2019, The Hill for $130 million in 2021 and a 75% controlling stake within the CW Community in 2022.
In April, Sook expressed an curiosity in combining with Tegna, per paperwork filed with the U.S. Securities and Trade Fee, turning into the newest firm to make a suggestion after a failed $8.6 billion bid by personal fairness agency Customary Basic in 2023 and withdrawn bids from Grey Tv and Apollo International Administration in 2020.
Sook has argued the Trump administration’s deregulation efforts would permit them to “degree the enjoying area and compete extra successfully” in a “fragmented and quickly evolving market.” He additionally mentioned it will make sure the “long-term vitality of native information and programming from trusted native sources and preserving the range of native voice and opinion.”
“With out the flexibility to develop bigger, we will’t compete with Huge Tech and Huge Media for extra of the programming viewers wish to see,” Sook informed TheWrap. “We are able to’t bid for soccer video games on Christmas Day or Thanksgiving or comparable issues for distribution on a platform that’s measurement and attain constricted by the present outdated laws.”
Nexstar has already spent over $1.67 million on lobbying efforts in 2025, in line with OpenSecrets.
The deal, which is on monitor to shut within the second half of 2026, is anticipated to generate roughly $300 million in synergies inside the first 12 months and permit Nexstar to exceed $8 billion in income. Executives have mentioned the mixed firm would produce 450,000 hours per 12 months of native information programming, with plans to extend that quantity over time.
“Giving a little bit extra lifeline to those firms might be the largest impact we see on the broader business,” Morningstar Analysis analyst Matthew Dolgin informed TheWrap. “Pay TV is dying in its present kind, so firms dependent so extensively on it are simply milking money movement for so long as they will.”
Nexstar-Tegna faces opposition
Whereas there are enterprise advantages for Nexstar and Tegna — which would come with value financial savings, elevated scale and leverage with advertisers, pay TV operators and, to some extent, the key networks — not everyone seems to be in settlement {that a} deal is within the public’s finest curiosity.
Those that have come out in opposition embrace the Nationwide Hispanic Media Coalition, which argues the mixture would silence opposing viewpoints and change “trustworthy reporting with political propaganda.” Equally, 16 press freedom teams, civil liberties organizations and labor unions signed a joint letter in August warning that extra consolidation would result in native newsroom job losses and negatively influence press independence. OANN President Charles Herring additionally warned broadcast consolidation would result in extra blackouts and better cable payments and programming prices.
Sook famous that, for the reason that 2019 Tribune acquisition, these stations have elevated their quantity of native programming by roughly 30%, and sees an analogous alternative with Tegna stations. One instance he cited was leveraging the present newsroom of Tegna’s WFAA in Dallas to launch extra native information programming by itself CW affiliate KDAF in time durations that aren’t aggressive.
He additionally argued that the corporate’s native stations and cable information community NewsNation are persistently ranked as “honest and balanced” by unbiased journalism watchdog teams resembling Advert Fontes Media and AllSides and touted its two nationwide Edward R. Murrow Awards and greater than 50 regional Murrow Awards.
“Nobody goes residence at evening to say, ‘I wish to watch a Nexstar tv station.’ They go residence to observe KRON in San Francisco, KTLA in Los Angeles, Information 8 in Tampa, and so forth,” Sook mentioned. “Nobody at Nexstar units an agenda, and nobody within the group aside from on the native administration degree is telling anybody what to cowl in our newsrooms on any given day.”
There’s additionally a debate of whether or not the FCC even has the authority to carry the cap, which was put in place by Congress in 2004 to forestall media monopolization and guarantee a variety of viewpoints.
The FCC’s sole Democrat Anna Gomez, who believes that the 39% possession cap can solely be lifted by Congress, mentioned the Kimmel dispute “neatly encapsulates the hazard of permitting huge and unfettered media consolidation,” arguing it will “drastically alter the media ecosystem and the variety of voices which can be part of it.”
Newsmax CEO Chris Ruddy warned that the one factor the FCC will get if it alters the possession cap is a “everlasting injunction.”
Will the Kimmel feud come again to hang-out the merger?
Some critics of Nexstar and Tegna’s merger have accused the previous’s choice to tug “Jimmy Kimmel Reside!” from its airwaves as an effort to cozy as much as the FCC to safe regulatory approval.
A MoveOn petition has obtained over 20,000 signatures, arguing Nexstar’s bid for Tegna is “unethical” and has “company corruption and authorities overreach written throughout it.”
“On a regular basis People are going to pay the value. We now have to show this shady enterprise deal earlier than Nexstar and different main firms management our media and grow to be proxy propaganda shops for Trump and his cronies,” the petition states. “ABC’s choice to tug Kimmel off the air was a direct results of company corruption. Inform the FCC NOT to approve this merger.”
Sook informed TheWrap that Nexstar takes its “responsibility to program within the public curiosity” severely, even when not everybody agrees. He expressed confidence that the merger could be permitted solely on its deserves and public curiosity advantages and argued that “nobody has a vast proper to say no matter they need on a chat present.”
“Networks and tv stations have traditionally made powerful calls when on-air conduct crosses a line. That isn’t a violation of the First Modification — it’s an train of editorial accountability and stewardship of the general public airwaves,” Sook added.
Even when the Nexstar-Tegna merger makes it via regulatory approval, New Avenue Analysis analyst and former FCC chief of employees Blair Levin mentioned advert {dollars} are already shifting away from the business. He additionally identified that any further income extracted via extra leverage in future negotiations with the printed networks may be undercut by the chance of value will increase and cord-cutting.
Moreover, he warned that the Kimmel kerfuffle might come again to hang-out Nexstar if Democrats take again energy.
“Democrats have been energized on the difficulty of media consolidation,” Levin informed TheWrap. “In 2029, the Democrats could also be in energy and if that’s the case there’s a probability — materially beneath 50% however an opportunity — that the FCC reverses the principles and forces a divestiture.”
Dolgin disagreed that it will have a significant influence on the merger nor whether or not the 39% cap is finally lifted, arguing it was crucial for Nexstar to finish the Kimmel standoff with Disney, which was “existential for native stations.” He believes Nexstar will be capable to restore any potential harm if it faces pushback from the Trump administration for reinstating Kimmel.
“If the FCC can carry the cap unilaterally, we anticipate it should,” Dolgin added. “If Congress is required, we predict it’s iffy. More than likely, approval will get drawn out and goes via authorized challenges, with courts additionally having a say. With all these components thought-about, we nonetheless suppose it’s extra doubtless than not that the merger will finally undergo.”
