States and DirecTV Tune In to Challenge Nexstar-Tegna Merger

Summary

• The recent completion of Nexstar Media Group’s $6.2 billion acquisition of TEGNA Inc. has sparked independent legal challenges despite federal regulatory approval.
• Given the demonstrated ability and willingness of state attorneys general to bring independent enforcement actions challenging mergers that they contend violate the antitrust laws, parties contemplating mergers parties should carefully evaluate the risks of state intervention, even if they are confident that the federal agencies will not take enforcement action.

On March 19, 2026, Nexstar Media Group (Nexstar) announced that it had closed its $6.2 billion acquisition of rival television broadcast station owner TEGNA Inc. (Tegna).¹ The announcement came two hours after the U.S. Department of Justice (DOJ) and Federal Communications Commission (FCC) approved the transaction without requiring any remedies. The day prior, a multistate coalition of eight states and pay TV provider DirecTV each filed a complaint challenging the transaction under the federal antitrust laws.² On March 20, 2026, the states and DirecTV sought temporary restraining orders (TRO) to prevent Nexstar from integrating Tegna’s stations despite the closing of the transaction.³

These developments illustrate what appears to be a growing divergence between federal and state antitrust enforcement, particularly in transactional matters.

States Claim the Merger Would Limit Competition and Create a Media Giant

In the complaint filed by state attorneys general from California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia, the states contend that the merger eliminates head-to-head competition between two major broadcast companies—Nexstar, the largest local television broadcasting company, with more than 200 owned or partner stations in 116 U.S. markets, reaching 220 million people, and Tegna, the third-largest television broadcasting company (second-largest by household reach if only counting English-language television broadcasters). The combination of the two companies would “create a broadcast behemoth,” reaching around 80 percent of U.S. households and consolidating ownership of an “unprecedented” 221 local stations affiliated with the “Big 4 stations” of FOX, NBC, ABC, and CBS.⁴ The Big 4 stations provide popular national content and valued local coverage, making them essential for multichannel video programming distributors (MVPDs), like DirecTV, to include in packages for its customers.

The states warn that the merger would give Nexstar “increased and substantial power to raise prices for television consumers and to control and degrade the quality and quantity of broadcast content such as local news and sports.”⁵ Specifically, the states assert the merger would weaken MVPDs’ bargaining power in negotiating retransmission consent fees—the payments broadcasters receive for the right to retransmit their local Big 4 station content to the MVPDs’ customers. The states argue that these increased retransmission fees will be passed on to consumers, given the continued popularity of local broadcast content.

States have authority to concurrently enforce Section 7 of the Clayton Act, the principal federal antitrust statute applicable to mergers and acquisitions, by bringing parens patriaesuits on behalf of their residents.⁶

The day after Nexstar announced it had closed its acquisition of Tegna, the states filed an emergency motion for a TRO to prevent the parties from integrating their assets.⁷ The states contend that the companies’ decision “to close despite multiple pending lawsuits…and their rush to finalize the deal raise the troubling specter that Defendants may be barreling forward with this transaction to frustrate effective judicial review.”⁸ The states argue that the TRO is necessary to preserve the status quo and the court’s ability to grant effective relief.

On March 25, 2026, Nexstar responded to the states’ motion, urging the court to deny the motion. Nexstar argued that “preventing integration would irreparably harm Nexstar and others, halt the benefits halt the benefits of expanded local programming for millions, disrupt a fully approved and closed deal, jeopardize Nexstar’s business by creating confusion in the market, and impose [...] losses while creating a direct conflict with a lawful FCC Order.”⁹ Nexstar also rejected the states’ claim about imminent fee increases for retransmission licensees, arguing that “the FCC Order maintains the status quo, and many other agreements not covered directly by the FCC Order will not expire for years.”¹⁰

DirecTV Claims the Merger Will Result in Higher Costs, Less Value, and Reduce Editorial Diversity

In a separate complaint to enjoin the merger, DirecTV similarly asserts that the merger would create “a massive concentration of market power” by giving Nexstar control over 228 broadcast stations, reaching 80 percent of television households across 132 local markets.¹¹

DirecTV highlighted that retransmission license fees charged by broadcasters have already increased by more than 2,000 percent and any further increase raises MVPDs’ programming costs, which ultimately lead to higher prices for TV subscribers. DirecTV asserts that that merger would consolidate more stations and local markets, giving Nexstar greater power to threaten and impose blackouts to coerce MVPDs into accepting its pricing demands.

DirecTV also highlighted that the merger harms local broadcast news by reducing the output, variety, and quality of content. In dozens of local markets, the transaction will reduce editorial diversity by having only “one editorial viewpoint instead of two,” ultimately diminishing local news quality for subscribers.¹²

Similar to the states, DirecTV filed an emergency motion for a TRO to prevent Nexstar and Tegna from consummating their merger.¹³ DirecTV argues, like the states, that allowing Nexstar to complete the transaction would cause immediate and irreparable harm because once integration begins, it “would be extremely difficult to undo.”¹⁴ DirecTV contends that the court has an independent obligation to enforce the antitrust laws and that “neither the DOJ’s nor the FCC’s policy decisions deprive this Court of that authority.”¹⁵

Growing Divergence Between States and Federal Agencies in Antitrust Enforcement Under the Trump Administration

A key takeaway is the increasing divergence between states and federal antitrust enforcement under the Trump Administration. Traditionally, states have worked alongside federal agencies, often reaching the same conclusion about whether a merger lessens competition. However, in some cases, states have independently filed suits to block mergers without the federal government. For example, in 2019, a coalition of 10 state attorneys general filed a lawsuit to challenge the T-Mobile/Sprint merger independent of the DOJ’s challenge of the merger.¹⁶ And more recently, in 2024, Washington and Colorado took action before the FTC by filing their own lawsuit to block the Kroger/Albertsons merger.¹⁷

But under the current administration, this trend of diverging state antitrust enforcement may be increasing. Notable recent examples include:

• Hewlett Packard Enterprises (HPE)/Juniper Networks (Juniper)—In November 2025, California and 12 other states secured a court ruling allowing them to intervene in the district court’s proceedings to approve the proposed settlement resolving the DOJ’s investigation into HPE’s acquisition or rival WLAN technology provider Juniper.¹⁸ The states sought intervention to assist the court in its determination of whether the proposed settlement is in the public’s interest.
• LiveNation—In March 2025, after the DOJ settled its monopolization case against Live Nation, a coalition of more than 30 states rejected the $200 million settlement and continued the lawsuit against the live entertainment company. New York Attorney General (AG) Letitia James said that the settlement with the DOJ “fails to address the monopoly at the center of the case and would benefit Live Nation at the expense of consumers.” She also added that the states “will keep fighting this case without the federal government so that we can secure justice for all those harmed by Live Nation’s monopoly.”¹⁹
• Paramount-Skydance (Paramount)/Warner Bros. Discovery (WBD)—While the DOJ’s antitrust review of WBD’s proposed acquisition of Paramount is ongoing, California AG Rob Bonta issued a statement in February 2026 that his office will review the proposed transaction.²⁰ In early March 2026 at an event, AG Bonta reportedly vowed to vigorously scrutinize the proposed acquisition independently from the federal government.²¹

During a press call on March 18, 2026, about the Nexstar/Tegna lawsuit, California AG Bonta said that there was a gap between federal and state antitrust enforcers on the merger and that states “will step into the gap and get it done.”²² New York AG James noted there was only a “cursory” review of the merger by the federal agencies.²³

In their motion for a TRO, the states labeled the federal government’s review of Nexstar/Tegna as a “regulatory oversight” that “did not curb the manifest anticompetitive effects of this acquisition.”²⁴ The states also highlighted the “unusual circumstances” of President Trump weighing in publicly about the deal and urging federal regulators to approve the deal, with FCC Chairman Brendan Carr publicly signaling his acknowledgement and agreement of President Trump’s endorsement.²⁵ In response to the states’ TRO motion, Nexstar claimed that the states “worked directly with the DOJ in its review of the transaction yet raised no substantive concerns with [Nexstar] until filing their complaint. Now the States ask this Court to upend—on an expedited basis without adequate review—the well-considered decisions of two expert agencies. The FCC concluded the transaction serves the public interest by enabling expanded local news and information.”²⁶

As states continue to expand their ability to enforce antitrust laws—such as enacting “mini-HSR” laws—the trend of states pursuing independent antitrust actions apart from federal agencies is likely to continue.

Given the demonstrated ability and willingness of state attorneys general to bring independent enforcement actions challenging mergers that they contend violate the antitrust laws, parties contemplating mergers parties should carefully evaluate the risks of state intervention, even if they are confident that the federal agencies will not take enforcement action. The risks of state intervention will depend upon the industries and markets involved, with consumer goods, retail, media, healthcare, energy, and transport likely to be particularly sensitive.