Multistate Coalition Challenges Nexstar–Tegna $6.2 Billion Merger Under Antitrust Law

Attorney General Letitia James

A coalition of eight state attorneys general has filed a federal antitrust lawsuit seeking to block the proposed $6.2 billion merger between Nexstar Media Group and Tegna Inc., arguing the transaction would substantially lessen competition in local television markets.

The complaint, led by Letitia James and Rob Bonta, was filed in the U.S. District Court for the Eastern District of California. Attorneys general from Colorado, Illinois, Oregon, North Carolina, Connecticut, and Virginia also joined the action.

The states allege the merger violates Section 7 of the Clayton Antitrust Act, which prohibits acquisitions where the effect “may be substantially to lessen competition, or to tend to create a monopoly.” According to the complaint, the consolidation would reduce head-to-head competition in multiple designated market areas, including Buffalo, where both companies currently operate competing stations.

“In dozens of media markets… Nexstar and Tegna currently compete directly with one another,” James said, adding that the merger could result in higher retransmission fees and diminished local news output.

She further warned that consolidation may lead to newsroom layoffs and fewer independent editorial voices.

Bonta echoed those concerns, emphasizing the broader implications for market concentration.

“When broadcast media is owned by a handful of companies, we get fewer voices, less competition,” he said.

The transaction would combine the largest and fourth-largest broadcast station groups in the United States, expanding Nexstar’s footprint to more than 200 stations across over 100 markets.

Regulators have indicated the merged entity could reach at least 60% of U.S. television households—exceeding the Federal Communications Commission’s traditional 39% national ownership cap, which was waived in connection with the deal.

Federal regulators have already approved key aspects of the transaction. The Federal Communications Commission authorized station transfers and granted waivers, while the Department of Justice did not move to block the merger. However, FCC Commissioner Anna M. Gomez publicly criticized the process, calling for greater transparency and warning of potential harm to local news markets.

The states’ lawsuit reflects an increasingly assertive role for state attorneys general in merger enforcement, particularly in industries where consolidation may impact consumer pricing and information access.

If successful, the suit could halt or require significant restructuring of the Nexstar–Tegna transaction, setting a precedent for future challenges to media consolidation under federal antitrust law.