Bipartisan State Coalition Grows in Lawsuit to Block $6.2B Nexstar-Tegna TV Merger

Five additional states, including Republican-led Indiana and Kansas, joined a federal antitrust lawsuit this week seeking to block the proposed $6.2 billion merger of local television giants Nexstar and Tegna. The move, announced Thursday, expands the legal challenge to 13 states and signals growing bipartisan opposition to a deal that would create the largest operator of local TV stations in the United States. The amended complaint was filed in federal court in California, with Indiana, Kansas, Massachusetts, Pennsylvania, and Vermont joining the original plaintiffs. The coalition, led by California Attorney General Rob Bonta, argues the merger would harm competition, lead to higher cable and satellite TV prices for consumers, and result in job losses for local journalists. This expanding state-level challenge, even after some federal bodies approved the deal, is a clear signal of a more aggressive antitrust environment that all business owners should watch closely. For small and mid-sized companies considering growth through acquisition, this case is a powerful reminder that regulatory hurdles are no longer confined to Washington, D.C. A deal can appear financially sound and strategically brilliant but can be derailed by state-level opposition, creating significant uncertainty and cost. Our view is that comprehensive due diligence must now include a much deeper analysis of the political and regulatory landscape in every state where the combined entity will operate. This is a critical component of the advisory work we provide on mergers and acquisitions. Navigating this complex environment is essential to ensure a transaction successfully closes. To understand how to assess and mitigate these risks in your own M&A strategy, business owners can consult with the team at C&S Finance Group LLC at csfinancegroup.com. In a statement announcing the new plaintiffs, Bonta reiterated his office's strong opposition to the deal. “This is not controversial stuff — this merger is illegal and will give Nexstar and Tegna the ability to control and raise prices, fire journalists, and dominate the media landscape,” he said. “We welcome our sister states into the fray and look forward to fighting alongside them.” The expansion of the lawsuit follows a significant legal victory for the states two weeks ago, when U.S. District Judge Troy L. Nunley granted a preliminary injunction, effectively pausing the merger while the case proceeds. Bonta’s office called the ruling a “critical win.” The original group of plaintiffs included Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia. The determined state-level opposition stands in contrast to earlier approvals from federal bodies. Last month, both the Department of Justice and the Federal Communications Commission's Media Bureau cleared the merger. The deal also received public support from former President Donald Trump. However, the FCC’s approval was issued by the Media Bureau and was never put to a vote before the full commission, a point of contention for merger opponents. As of Thursday, Nexstar and Tegna had not issued a public response to the addition of the five new states to the lawsuit. While the coalition of states opposing the deal grows, Nexstar has found a different path forward in at least one state. The company announced on Thursday it had reached a settlement with Ohio Attorney General Dave Yost. According to a memorandum of understanding, the agreement includes commitments from Nexstar regarding local news programming and the management of stations in Columbus and Cleveland, the two Ohio markets where the merger would create overlapping operations. “Journalistic independence is a cornerstone principle of our democracy,” Yost said in a statement. “I’m pleased that Nexstar has committed to upholding local news standards without going to court.” The core of the states' argument is that combining Nexstar and Tegna would give the new entity unprecedented market power. The attorneys general contend that with stations in a vast number of local markets, the company could demand higher retransmission fees from cable and satellite providers, costs that are typically passed on to consumers in the form of higher bills. They also express concern that consolidation would lead to homogenized news content and staff reductions at local stations, diminishing the quality and diversity of local journalism that many communities and small businesses rely on for information and advertising. The case will now move forward with the preliminary injunction in place, preventing the companies from closing their deal. The addition of a bipartisan group of attorneys general adds significant political weight to the legal challenge and increases pressure on the companies. The outcome will be closely watched as a potential bellwether for future media consolidation and the power of states to enforce antitrust laws independently of federal regulators.