Nexstar Media Group, the nations’ largest TV affiliate owner, thrust itself into the spotlight last month as Jimmy Kimmel was yanked off of ABC in a controversy that exploded into an extremely public battle over free speech.
Though that September standoff has since been resolved, the episode brought to light the seldom-discussed relationship between affiliates and its pending $6.2 billion merger with rival Tegna, one that would give it unprecedented reach in the U.S. Critics say the merger will give Nexstar too much clout, and the Kimmel standoff was a prime example of that. But the company says the deal is vital to ensure it can compete with tech and media competitors and continue investing in local journalism.
“When the 70 or so stations representing two station groups elected to pre-empt ‘Jimmy Kimmel Live,’ they sent a strong message. Namely, television station groups have grown to have too much clout,” David Boylan, former chairman of ABC’s affiliates board, told TheWrap. “This merger would simply compound the problem. Elected officials and voters saw what happens when their local TV station is controlled by outsiders with profit interests from a mega corporation.”
Nexstar countered with the realities of its embattled industry. The deal is “vital to the future of local television and local journalism” as the business bleeds customers who are moving toward streaming services and social media, said Nexstar CEO Perry Sook in a statement to TheWrap. He added that Nexstar is “locked out of hundreds of communities” and bound by regulatory constraints that don’t apply to Big Tech and traditional media companies.
“The Big Tech companies and media distributors focus on creating audience buzz and the lucrative viewership, scrolls and clicks that can come with it — in short, they thrive on engagement, not accuracy in news,” Sook said.
In the middle of September, the buzz that drew all the clicks and scrolls were squarely focused on the Kimmel suspension and Nexstar’s pending merger with Tegna.
The combined entity would own 265 television stations in 44 states and the District of Columbia, representing a reach of 80% U.S. TV households. If that sounds like a lot, it is. The deal requires changing the rules restricting how many stations one company can own, which is where Federal Communications Commission Chairman Brendan Carr comes in.
It was Carr who said on a Sept. 17 podcast, two days after Kimmel made inflammatory statements about Charlie Kirk’s alleged killer, that the late night host should be reprimanded. Carr not so subtly threatened that he could “do this the easy way or the hard way.” Within hours, Nexstar and fellow affiliate owner Sinclair Broadcasting said they would pre-empt Kimmel, leading Disney’s ABC to follow suit.
While Nexstar has denied Carr’s comments had any influence in its decision, the regulator’s blessing is required to push through the merger. And last week, the prospect of more local TV station consolidation moved one step closer to reality as the FCC advanced its review of whether to retain, modify or eliminate certain broadcast ownership rules.
Nexstar’s role in the Kimmel incident brought new attention to the deal and could re-energize opposition to further consolidation, industry observers said. Others, however, believe Nexstar’s role in the Kimmel suspension could curry favor and pave the way for the merger to go through.
There’s only $6.2 billion on the line.
The Nexstar-Tegna merger “has potential to reshape the media industry, setting a precedent for how the administration may approach future consolidation efforts if ownership caps are lifted,” Corey Martin, managing partner of Granderson Des Rochers LLP’s entertainment finance practice, told TheWrap. He added that the deal may trigger a “ripple effect of further industry mergers, as smaller affiliates will likely struggle to compete against such market dominance.”
A spokesperson for Tegna declined to comment for this story. Representatives for the FCC did not return TheWrap’s request for comment.
Broadcast ownership hurdles
In order for Nexstar and Tegna to combine, the government would have to change its policies limiting the reach of affiliate companies.
Those include the dual network rule, which prohibits mergers between or among ABC, CBS, Fox and NBC networks, and the local television rule, which allows a single entity to own more than two television stations in the same local market as long as at least one of the stations is not ranked among the “top-four” stations. The top-four prohibition was vacated by the U.S. Court of Appeals for the Eighth Circuit in July.
Additionally, the FCC said in June that it would “refresh the record” on its review of the national broadcast ownership cap, which states that no single entity can own or control broadcast television stations that, in the aggregate, reach more than 39% of U.S. TV households. Nexstar is seeking a change that would allow it to more than double that reach.
“Our primary goal is to promote investment in local broadcasters who provide trusted news and information vital to the communities they serve,” Carr said during the agency’s Open Committee meeting on Sept. 30.
Emarketer senior analyst Ross Benes believes that the recently resolved Jimmy Kimmel feud works in the favor of the Nexstar-Tegna merger because “kissing the ring goes a long way in getting governmental favors.” But he warned that a merger won’t slow the decay of broadcast TV.
“Most recent mergers involving TV networks have been disasters, resulting in layoffs, added debt, less competition and hardly any tangible benefits to consumers,” Benes told TheWrap. “You can’t merge your way out of a structural problem that is affecting the whole industry, but given the state of things, maybe they don’t feel like they have many other viable options.”
How Nexstar became a quiet giant
Nexstar was founded in 1996 by Sook after he acquired Scranton, Pennsylvania’s WYOU. Since then, Nexstar has expanded to more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people through a decade-long buying spree.
Nexstar also indirectly controls 29 stations through Mission Broadcasting, two through White Knight Broadcasting and four through Vaughan Media using shared service, joint sales and local marketing agreements, according to its latest annual report. It also has had several major acquisitions since Trump’s first term — including Media General 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 in the CW Network in 2022.
In April, Sook expressed an interest in combining with Tegna, per documents filed with the U.S. Securities and Exchange Commission, becoming the latest company to make an offer after a failed $8.6 billion bid by private equity firm Standard General in 2023 and withdrawn bids from Gray Television and Apollo Global Management in 2020.
Sook has argued the Trump administration’s deregulation efforts would allow them to “level the playing field and compete more effectively” in a “fragmented and rapidly evolving marketplace.” He also said it would ensure the “long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion.”
“Without the ability to grow larger, we can’t compete with Big Tech and Big Media for more of the programming viewers want to see,” Sook told TheWrap. “We can’t bid for football games on Christmas Day or Thanksgiving or similar things for distribution on a platform that is size and reach constricted by the current outdated regulations.”
Nexstar has already spent over $1.67 million on lobbying efforts in 2025, according to OpenSecrets.
The deal, which is on track to close in the second half of 2026, is expected to generate approximately $300 million in synergies within the first year and allow Nexstar to exceed $8 billion in revenue. Executives have said the combined company would produce 450,000 hours per year of local news programming, with plans to increase that number over time.
“Giving a little more lifeline to these companies is probably the biggest effect we see on the wider industry,” Morningstar Research analyst Matthew Dolgin told TheWrap. “Pay TV is dying in its current form, so companies dependent so extensively on it are just milking cash flow for as long as they can.”
Nexstar-Tegna faces opposition
While there are business benefits for Nexstar and Tegna — which would include cost savings, increased scale and leverage with advertisers, pay TV operators and, to some extent, the major networks — not everyone is in agreement that a deal is in the public’s best interest.
Those who have come out in opposition include the National Hispanic Media Coalition, which argues the combination would silence opposing viewpoints and replace “honest reporting with political propaganda.” Similarly, 16 press freedom groups, civil liberties organizations and labor unions signed a joint letter in August warning that more consolidation would lead to local newsroom job losses and negatively impact press independence. OANN President Charles Herring also warned broadcast consolidation would lead to more blackouts and higher cable bills and programming costs.
Sook noted that, since the 2019 Tribune acquisition, those stations have increased their amount of local programming by approximately 30%, and sees a similar opportunity with Tegna stations. One example he cited was leveraging the existing newsroom of Tegna’s WFAA in Dallas to launch more local news programming on its own CW affiliate KDAF in time periods that are not competitive.
He also argued that the company’s local stations and cable news network NewsNation are consistently ranked as “fair and balanced” by independent journalism watchdog groups such as Ad Fontes Media and AllSides and touted its two national Edward R. Murrow Awards and more than 50 regional Murrow Awards.
“No one goes home at night to say, ‘I want to watch a Nexstar television station.’ They go home to watch KRON in San Francisco, KTLA in Los Angeles, News 8 in Tampa, and so on,” Sook said. “No one at Nexstar sets an agenda, and no one in the organization other than at the local management level is telling anyone what to cover in our newsrooms on any given day.”
There’s also a debate of whether the FCC even has the authority to lift the cap, which was put in place by Congress in 2004 to prevent media monopolization and ensure a diversity of viewpoints.
The FCC’s sole Democrat Anna Gomez, who believes that the 39% ownership cap can only be lifted by Congress, said the Kimmel dispute “neatly encapsulates the danger of allowing vast and unfettered media consolidation,” arguing it would “drastically alter the media ecosystem and the number of voices that are a part of it.”
Newsmax CEO Chris Ruddy warned that the only thing the FCC will get if it alters the ownership cap is a “permanent injunction.”
Will the Kimmel feud come back to haunt the merger?
Some critics of Nexstar and Tegna’s merger have accused the former’s decision to pull “Jimmy Kimmel Live!” from its airwaves as an effort to cozy up to the FCC to secure regulatory approval.
A MoveOn petition has received over 20,000 signatures, arguing Nexstar’s bid for Tegna is “unethical” and has “corporate corruption and government overreach written all over it.”
“Everyday Americans are going to pay the price. We have to expose this shady business deal before Nexstar and other major companies control our media and become proxy propaganda outlets for Trump and his cronies,” the petition states. “ABC’s decision to pull Kimmel off the air was a direct result of corporate corruption. Tell the FCC NOT to approve this merger.”
Sook told TheWrap that Nexstar takes its “duty to program in the public interest” seriously, even when not everyone agrees. He expressed confidence that the merger would be approved solely on its merits and public interest benefits and argued that “no one has an unlimited right to say whatever they want on a talk show.”
“Networks and television stations have historically made tough calls when on-air conduct crosses a line. That isn’t a violation of the First Amendment — it’s an exercise of editorial responsibility and stewardship of the public airwaves,” Sook added.
Even if the Nexstar-Tegna merger makes it through regulatory approval, New Street Research analyst and former FCC chief of staff Blair Levin said ad dollars are already shifting away from the industry. He also pointed out that any additional profits extracted through more leverage in future negotiations with the broadcast networks could also be undercut by the risk of price increases and cord-cutting.
Additionally, he warned that the Kimmel kerfuffle could come back to haunt Nexstar if Democrats take back power.
“Democrats have been energized on the issue of media consolidation,” Levin told TheWrap. “In 2029, the Democrats may be in power and if so there is a chance — materially below 50% but a chance — that the FCC reverses the rules and forces a divestiture.”
Dolgin disagreed that it would have a major impact on the merger nor whether the 39% cap is ultimately lifted, arguing it was imperative for Nexstar to end the Kimmel standoff with Disney, which was “existential for local stations.” He believes Nexstar will be able to repair any potential damage if it faces pushback from the Trump administration for reinstating Kimmel.
“If the FCC can lift the cap unilaterally, we expect it will,” Dolgin added. “If Congress is needed, we think it’s iffy. Most likely, approval gets drawn out and goes through legal challenges, with courts also having a say. With all those factors considered, we still think it’s more likely than not that the merger will ultimately go through.”
