TGNA/NXST

TGNA/NXST: Why deal approval is not just a federal story

Tegna’s proposed $6.2bn acquisition Nexstar Media Group — bringing about 265 television stations together — has advanced toward likely federal approvals in the second quarter of 2026, despite state-level regulatory uncertainty, according to two sources familiar with the matter.

Nexstar has publicly signaled confidence that federal regulators — the US Department of Justice and the Federal Communications Commission — will not require divestitures to clear the deal. On its latest earnings call, CEO Perry Sook said discussions to date with regulators have not involved divestitures, and the company expects only minor if any station sell-offs.

But the positive federal narrative may be disrupted by aggressive enforcement from state attorneys general, particularly in California, Colorado and New York — all of whom have recently shown a willingness to push hard on media consolidation and other antitrust matters.

California: antitrust powerhouse

California attorney general Rob Bonta has already positioned his office as a vigorous challenger of megadeals, most recently launching an antitrust investigation into Paramount Skydance’s bid for Warner Bros Discovery, saying the deal “is not a done deal” and will face intense scrutiny.

Bonta’s California Department of Justice has beefed up its antitrust team and has a track record of pushing back against consolidation, including challenging past merger settlements and opposing transactions on economic and competition grounds.

The first source suggested California would be the one market where divestitures are most likely demanded — and that the merging parties might even welcome an exit of Tegna’s California stations, which have historically lagged in performance and faced notable labor and regulatory friction given California’s worker-friendly policies.

In addition, the first and second sources predicted that California’s review would be influenced by the broader media environment, including review of the Warner Bros Discovery takeover and greater political scrutiny of “news bias” and media consolidation — particularly around entities seen as politically aligned, such as the Trump-friendly Ellison family’s interests in Paramount.

Colorado: rising antitrust hawk

Colorado attorney general Phil Weiser is widely regarded as a vigorous antitrust enforcer. Before leading the state’s top legal office, Weiser served in the federal DOJ’s Antitrust Division and has been active in major merger challenges, including joining multistate actions against large corporate deals.

Colorado has taken steps in recent years to give its antitrust office more proactive powers, including new statutory requirements for pre-merger notifications, expanding the state’s ability to scrutinize transactions that have competitive effects within Colorado.

In markets like Denver, where Nexstar already owns KDVR (FOX31) alongside CW affiliate KWGN — a full-power CW station that does produce local news content — the combined Tegna/Nexstar footprint would consolidate multiple newsrooms under a single owner.

Meanwhile, Tegna’s KUSA (9NEWS) remains one of Denver’s most-watched local news services with extensive locally produced newscasts, meaning any merger that reduces competition or eliminates independent newsroom voices could draw legal scrutiny focused on competitive harms to local news.

A key point the state may focus on is that KDVR, KWGN and KUSA produce news, and a merged Nexstar entity could eliminate real local competition in Denver, a common antitrust concern in horizontal media consolidations where multiple local news services are combined under one owner.

New York: political and legal firepower

New York’s attorney general also plays a prominent role in merger oversight and antitrust enforcement.

While specific statements on the Tegna/Nexstar deal are not yet public, New York attorneys general historically coordinate with other states in multistate enforcement actions and have joined challenges to large deals when competitive harms are alleged.

Given New York’s political and legal resources, its participation alongside California or Colorado would amplify any antitrust challenge — particularly if those states tie the media ownership consolidation to broader issues like market power, news diversity and political influence.

States as antitrust enforcers

It is important to note that state attorneys general have independent authority under state antitrust laws to challenge mergers even where federal regulators are reviewing the same transaction.

States often act as powerful enforcers in parallel with or in addition to national enforcement — and some states have expanded their authority to intervene even after federal review begins.

In the case of Tegna/Nexstar, this means even if the DOJ and FCC conclude the deal does not require divestitures — or that broad deregulation or waiver of broadcast ownership caps is in the public interest — states could still pursue enforcement or litigation on their own terms, potentially delaying or conditioning the deal further.

It has entered a phase where state attorneys general — especially in California, Colorado and New York — could exercise independent enforcement muscle, the second source said. “Their involvement could reshape or delay the transaction, prompt divestiture demands in key markets, and broaden the public-policy debate around media consolidation, local journalism and political power in the media landscape.”