Nexstar Media Group and TEGNA have announced an agreement for Nexstar to acquire all outstanding TEGNA shares for $22.00 per share, totaling $6.2 billion, including TEGNA’s net debt and fees. This purchase price represents a 31% premium over TEGNA’s average stock price ending August 8, 2025.
Once the transaction is complete, the combined entity will enhance local news and programming, while increasing advertising offerings to serve communities and advertisers better.
Transaction Highlights:
TEGNA’s shareholders and regulatory bodies must approve the deal, which is expected to close in the second half of 2026. TEGNA’s Board of Directors has approved the agreement.
The merger will create a company operating 265 television stations across 44 states and the District of Columbia, covering 80% of U.S. television households.
Nexstar expects to generate $300 million in annual net savings and anticipates that the merger will be over 40% accretive to its standalone Adjusted Free Cash Flow within the first year.
Advisors/counsel: BofA Securities, J.P. Morgan Securities, and Goldman Sachs are acting as financial advisors and Kirkland & Ellis, Wiley Rein, and Morrison Foerster are acting as legal counsel to Nexstar. Allen & Company is acting as financial advisor to TEGNA and Wachtell, Lipton, Rosen & Katz, and Covington & Burling are acting as its legal counsel.
KEY QUOTES:
“The initiatives being pursued by the Trump administration offer local broadcasters the opportunity to expand reach, level the playing field, and compete more effectively with the Big Tech and legacy Big Media companies that have unchecked reach and vast financial resources. We believe TEGNA represents the best option for Nexstar to act on this opportunity. TEGNA is a premier operator with high quality local television stations primarily in the top 75 DMAs. We and TEGNA are similarly dedicated to providing communities of all sizes with the best programming and fact-based local journalism along with innovative digital products and marketing solutions for local viewers and advertisers. The transaction will increase Nexstar’s reach through the expansion of our presence in important DMAs such as Atlanta, Phoenix, Seattle, and Minneapolis, as well as enhance our local presence, enabling us to continue to provide the core local news and programming that is in the public’s interest.”
“Nexstar has a stellar long-term record of growth through its deals, having completed many well-received transactions since 2011, including the 2019 acquisition of Tribune Media. The playbook we followed to make those transactions successful – improving and increasing local content, executing on identified synergies, and quickly de-leveraging our balance sheet with free cash flow post close – are the same opportunities and strategies we will use in connection with this transaction. With committed financing and a plan for significant synergy realization, we believe the combined entity will be poised for growth, leverage reduction, and the enhancement of shareholder value.”
Nexstar’s Chairman and Chief Executive Officer, Perry A. Sook
“At TEGNA, we share Nexstar’s commitment to local broadcasting, exemplified by numerous investments and initiatives, industry journalism awards, and the significant expansion of our local news content. This transaction, which will provide premium near-term value to TEGNA shareholders, comes at a time of rapid change in our industry and reflects the fact that policymakers of all perspectives are calling for regulations governing our industry to be modernized. This transaction with Nexstar will further solidify the critical role our stations serve in our communities, preserve their trust, and be better able to compete in today’s highly fragmented media environment.”
Howard Elias, Chairman of TEGNA’s Board of Directors
“We are thrilled to have found a partner in Nexstar that will enable TEGNA’s stations to continue doing what we do best: creating outstanding and impactful local content coupled with the delivery of indispensable digital products to the communities we serve around the country. Nexstar and TEGNA both share a rich heritage of commitment to journalistic excellence and technological advancements. Together, we will expand news coverage to serve more communities, across more screens, and ultimately secure the future of local news for generations to come.”
Mike Steib, Chief Executive Officer of TEGNA
