Nexstar CEO signals more deals ahead after Tegna acquisition closes

Nexstar Media Group is positioning itself to capitalize on a wave of broadcast deregulation under the Trump administration, with CEO Perry Sook expressing confidence that the company’s $6.2 billion acquisition of Tegna will close by the second half of 2026 despite regulatory hurdles ahead.

The deal, announced in the third quarter, would create a broadcast behemoth reaching approximately 80% of U.S. households, more than double the current 39% national ownership cap.

That requires significant regulatory changes, but Sook said momentum is building following an October court ruling that eliminated restrictions on owning multiple top-four stations in a single market.

“The pieces are falling in place,” Sook said during Nexstar’s Nov. 6 earnings call. “This administration, the Trump administration and Brendan Carr at the FCC are focused on deregulating business, allowing businesses to breathe, allowing businesses to compete.”

Tegna shareholders will vote on the transaction Nov. 18. Nexstar filed its Hart-Scott-Rodino antitrust notification on Sept. 30 and received the expected second request from the Department of Justice on Oct. 30. The company has prepared 37 applications for the Federal Communications Commission seeking approval to transfer control of Tegna’s licenses, but those filings are on hold during the current government closure.

The Eighth Circuit Court of Appeals issued its mandate eliminating the FCC’s “top four” ownership rule on Oct. 21. That order becomes effective 30 days after publication in the Federal Register, which requires the government to reopen.

“We need the government to reopen for that to happen,” Sook said. He added that Nexstar has been “spending a lot of time in Washington” making the case that the transaction serves the public interest—the standard by which the FCC will evaluate the deal.

Nexstar expects to realize approximately $300 million in synergies from the combination, with 45% coming from retransmission revenue and the remainder from operational efficiencies.

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CFO Lee Ann Gliha said the company conducted a “very deep analysis” looking “line by line, person by person” at potential cost savings.

Those synergies represent near-term targets achievable within one to two years of closing.

“I think there will be more over time,” Gliha said, noting that facilities consolidation in the 35 markets where the companies overlap could generate additional savings but requires more time to execute.

Sook identified nine markets where Nexstar could expand local news programming by leveraging Tegna’s newsroom infrastructure. In Dallas, for example, Tegna’s WFAA could support news production for Nexstar’s CW affiliate, which currently runs only a half-hour news program.

“We can use the newsroom of WFAA and their people and maybe some additional resources to create a news presence on our CW affiliate,” Sook said.

Beyond immediate operational synergies, Sook positioned the Tegna acquisition as critical infrastructure for monetizing ATSC 3.0 spectrum, branded as NextGen TV. The combined entity would control spectrum reaching approximately 80% of the country.

“That’s the next big frontier for the industry and certainly for Nexstar, who will have more spectrum assets than any other company in our space,” Sook said. He described the “opportunity to develop monetization of the non-video uses of our ATSC 3.0 spectrum” as “the biggest value creation lever in our business as we know it today.”

Sook’s emphasis on NextGen TV as a post-acquisition priority signals that Nexstar views scale in spectrum holdings as essential for negotiating partnerships and developing new revenue streams from the technology.

The company plans to “spend a lot of time” on spectrum monetization following the Tegna integration.

Asked about implications for the broader broadcast sector, Sook said Nexstar would become “the poster company for not only what the future of the industry will look like, but also the strength of our balance sheet, management team, financial profile and the amount of local content that we deliver.”

But he emphasized that Nexstar cannot revitalize the industry alone.

“A good, strong industry needs to have good, strong companies comprising it,” Sook said. “If that means they’re good and strong competitors to us, well, hopefully, that will just make us that much sharper.”

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President and COO Mike Biard added that Nexstar is “not afraid of competition by any stretch of the imagination,” noting that dealing with tech platforms and large media companies requires a strong broadcast sector.

While Nexstar’s immediate focus remains on closing and integrating the Tegna acquisition, Sook made clear the company’s appetite for dealmaking extends beyond this transaction.

“I don’t think that means that we are forever done with acquisitions,” he said. “We will continue to look opportunistically for acquisitions that make good industrial logic and, most importantly, are substantially accretive to the company. I think we’ve got a pretty good track record of finding those, and we will continue that quest.”

For the third quarter, Nexstar reported revenue of $1.2 billion, down 12.3% year-over-year, primarily due to the election cycle. Distribution revenue of $709 million was essentially flat, declining 1.4%. Nonpolitical advertising revenue of $476 million was also roughly flat, better than the company’s expectation of a low single-digit decline.

Adjusted EBITDA was $358 million, representing a 29.9% margin. The company generated $166 million in adjusted free cash flow during the quarter.

Nexstar’s CW network reduced losses by $5 million, or 24%, year-over-year, driven by growth in sports programming. The company expects CW losses to decline about 25% for the full year 2025, with breakeven projected sometime in 2026.

On capital allocation, Nexstar suspended share repurchases to conserve cash for the Tegna acquisition, which the company projects will be more than 40% accretive to stand-alone adjusted free cash flow. The company returned $56 million to shareholders in dividends and made $25 million in mandatory debt repayments during the quarter.