Regulatory Scrutiny Casts Doubt on Tegna Acquisition Timeline

The proposed $6.2 billion acquisition of broadcaster Tegna by media giant Nexstar Media Group faces significant uncertainty, with its fate now resting in the hands of U.S. regulators. Despite receiving shareholder approval in November, the deal’s completion is contingent upon critical decisions from the Federal Communications Commission (FCC) and the Department of Justice (DOJ), with strict procedural deadlines now dictating the timeline.

Shareholder and Market Response

Tegna’s stockholders voted in favor of the sale to Nexstar on November 18. Since then, the company’s share price has remained sensitive to regulatory developments. On December 9, shares closed at $19.55, following a 1.36% gain the previous trading day.

The broader analyst consensus currently rates the stock as a “Hold,” with average price targets clustering between $19.75 and $22.00. Tegna’s most recent quarterly report, released November 10, revealed earnings and revenue that fell short of estimates, a performance attributed to cyclical softness in the advertising market. The company declared a quarterly dividend of $0.125 per share, payable on January 2 to shareholders of record as of December 5. While some short-term technical indicators have flashed buy signals, the longer-term trend is considered ambiguous by market observers.

The Core Regulatory Challenge

The primary obstacle for the merger is a rule governing media ownership. The FCC enforces a national audience reach cap of 39%. The combined footprint of Nexstar and Tegna would reach an estimated 54.5% of U.S. television households, necessitating an FCC waiver for the transaction to proceed.

On December 1, the FCC initiated a public comment process regarding the transfer of Tegna’s licenses. The agency has established a firm schedule for this review:
– December 31: Deadline for petitions to deny the license transfer.
– January 15: Deadline for oppositions to those petitions.
– January 26: Deadline for replies to the oppositions.

Should investors sell immediately? Or is it worth buying Tegna?

Simultaneously, the DOJ is conducting its own antitrust review. Nexstar has indicated it expects “interactive” discussions with the DOJ to begin in early 2026. Speaking at an industry conference on December 8, Nexstar CEO Perry Sook expressed confidence the deal would move forward, suggesting that potential divestitures of some stations would likely have a minimal impact on the overall business.

Opposition and Concerns

The transaction is facing organized opposition. A detailed 48-page legal analysis from the firm Kressin Powers has been submitted to regulators, urging them to block the merger. The document warns of increased media consolidation, potential consumer cost hikes, and a weakening of local news coverage—concerns that have also been highlighted in various media reports.

Critical Path and Potential Outcomes

The deal’s destiny hinges on two parallel regulatory outcomes: the FCC’s decision on the ownership waiver and the conclusion of the DOJ’s antitrust investigation.

Should the FCC deny the waiver request, the transaction is highly unlikely to be completed. If the FCC grants approval and the DOJ either clears the deal or imposes manageable conditions, closure is projected for the period between July 1 and December 31, 2026.

Until these regulatory hurdles are cleared, Tegna’s stock is expected to trade primarily on news related to the progress—or lack thereof—of these government reviews.