By Frank Macek
But beneath the headlines lies a much more complicated tale of politics, law, and regulatory maneuvering that will determine whether this megadeal actually happens. For Nexstar and TEGNA, the road to the altar is anything but straightforward, and the forces lining up for and against it reveal how much the future of local television hangs in the balance.
At its core, the Nexstar-TEGNA deal is about scale. Together, the two companies would own more than 200 television stations, reaching nearly 80 percent of U.S. television households. That is an extraordinary figure, one that dwarfs competitors like Sinclair, Gray, and Paramount Global. The problem is obvious: the Federal Communications Commission currently caps national audience reach at 39 percent. Unless that number is changed or manipulated, the merger cannot proceed as envisioned.
This is the central tension of the story. Nexstar and TEGNA know they need Washington to move the goalposts; opponents know this is their best line of attack to stop the deal. Everything else—the market overlaps, the advertising concerns, the politics of ownership—is secondary to the national cap. And that cap has been a fixture of broadcast regulation for decades, rooted in the idea that no single company should dominate what viewers see and hear in their communities.
What gives Nexstar hope is that the FCC under a second Trump administration is signaling openness to revisiting those rules. Brendan Carr, the newly elevated FCC chair, has already spoken about the need to modernize regulations in the face of competition from streaming giants like Netflix, YouTube, and Amazon Prime Video.
From Carr’s perspective, broadcasters are hamstrung by outdated restrictions that prevent them from competing with digital behemoths who face no such national limits. His view is that more consolidation allows broadcasters to invest in newsrooms, expand local coverage, and remain relevant in a rapidly shifting media landscape.
This argument resonates with free-market conservatives, who see the government’s role as minimal and prefer to let industry shape itself. For Nexstar, this is the opening it has been waiting for. The company has long played by the rules, building itself into the largest broadcaster in America by stitching together smaller groups. Now it sees the chance to finally break free of the ceiling that has constrained it.
Yet this optimism is tempered by reality.
That means if the FCC attempts to rewrite or discard the national cap on its own, litigation will be immediate and intense. Public interest groups like Free Press, Common Cause, and Public Knowledge are already mobilizing to fight what they see as a brazen power grab. They will argue that allowing one company to control nearly four-fifths of American TV households undermines localism, diversity, and competition. If a court agrees, the merger could be blocked or tied up in years of legal limbo, long enough for the deal to collapse under its own weight.
The shadow of Sinclair looms large over this debate. In 2018, Sinclair attempted a $3.9 billion takeover of Tribune Media, a deal that would have also pushed the boundaries of the national cap. That merger fell apart after the FCC raised concerns about Sinclair’s candor and attempted shell divestitures. Tribune ultimately walked away, citing regulatory uncertainty and lack of trust.
The lesson was clear: even a powerful broadcaster can stumble if it overreaches. Nexstar will point out that it is not Sinclair—it has avoided the same kind of political controversies, maintained steadier leadership, and cultivated a reputation as a disciplined operator. Still, the parallel is unavoidable. Opponents will remind regulators that once burned, twice shy, and that approving a merger of this scale without congressional action invites disaster.
At the same time, Nexstar has recently caught a break. A federal appeals court struck down the FCC’s long-standing ban on “Top Four” duopolies—rules that prevented ownership of more than one of the top four-rated stations in a single market. This ruling clears a major local-level hurdle for the merger, making it easier for Nexstar and TEGNA to retain lucrative duopolies without being forced into massive sell-offs. For a deal of this size, every divestiture is costly and politically sensitive, so the court’s decision gives the companies breathing room. It does not solve the national cap problem, but it eliminates one layer of regulatory friction that could have made the merger even more complicated.
Politically, the winds favor Nexstar. A Trump-appointed FCC is much more likely to push deregulation than a Democratic-led one. The narrative of “helping broadcasters compete against Silicon Valley” plays well with Republicans, who see Big Tech as a common adversary. Expect Nexstar and TEGNA to lean heavily into this framing, portraying themselves as defenders of local journalism struggling against the unchecked power of Google and Meta.
They will argue that without the scale to negotiate with these giants, broadcasters cannot survive, and local news will wither. This argument resonates in Washington, where members of both parties express concern about the decline of local media. The irony, of course, is that greater consolidation often means fewer independent voices, not more. Still, it is a clever narrative, and in politics, clever narratives can carry the day.
But Congress remains a wild card. Democrats are already signaling opposition, framing the merger as dangerous media consolidation that silences diverse voices. Hearings are likely, with lawmakers grilling executives about layoffs, homogenized coverage, and the impact on small markets. Even some Republicans may balk at the sheer size of the combined entity, wary of handing one company too much influence over the public square. If Congress moves to reassert its authority over the national cap, the deal could be dead on arrival. Nexstar and TEGNA will lobby hard to prevent that, but they cannot control the political winds. A few high-profile stories about station closures or local layoffs could sway opinion quickly.
Ultimately, the Nexstar-TEGNA merger boils down to a coin toss tilted ever so slightly in Nexstar’s favor. The FCC under Trump is sympathetic, the appeals court decision on duopolies helps, and DOJ is unlikely to block the deal outright. Yet the legal and political risks remain enormous. If the FCC acts boldly to lift or reinterpret the national cap, the courts may strike it down. If the FCC hesitates, the deal cannot close. And if Congress intervenes, all bets are off. For all the talk of inevitability, the reality is that this merger is precarious, balanced on a knife’s edge of regulatory interpretation and judicial review.
The stakes could not be higher. If the merger is approved, Nexstar will become the most dominant broadcaster in American history, with reach and influence unparalleled in the industry. This could reshape the economics of local television, giving the company extraordinary leverage over advertisers, content providers, and even networks. It could also accelerate the homogenization of local news, with corporate directives trickling down to dozens of markets. For viewers, that means fewer independent voices and more cookie-cutter coverage. If the merger is blocked, it will signal a rare rebuke to consolidation, a reminder that there are still limits to corporate ambition. It will also leave Nexstar searching for its next move, and TEGNA possibly vulnerable to other suitors.
In forecasting whether this deal goes through, I give Nexstar and TEGNA about a 60 percent chance of success. That is not overwhelming, but it reflects the current balance of political power. With Trump in the White House and Carr at the FCC, the regulatory environment is favorable. The legal fights will be brutal, but the companies have the resources and patience to see them through, at least for a while. The key variable is time. If litigation delays the merger beyond 2026, investor confidence could waver, and the deal could collapse under its own weight. If the FCC moves quickly and the courts take their time, Nexstar might get across the finish line before the walls close in.
This merger is a test of how far Washington is willing to go in reshaping the rules of broadcasting in the streaming era. It will tell us whether policymakers believe bigger broadcasters are the solution to local journalism’s decline—or part of the problem. For Nexstar and TEGNA, the bet is that size equals survival. For their opponents, the fear is that size equals control. Both cannot be right. The outcome will shape the future of American television for decades to come.
Frank’s Final Thoughts:
In the end, this is not just about Nexstar and TEGNA. It is about what we, as viewers and citizens, expect from our local media. Do we want a landscape dominated by a handful of corporate giants, each controlling vast swaths of the airwaves? Or do we value a more fragmented, diverse ecosystem where different voices can still be heard? The answer to that question is being written in the halls of the FCC and the courts as we speak. And by 2026, we will know whether the march toward consolidation has reached its final destination, or whether the brakes have finally been applied.