MVPDs, Newsmax, CWA and Public Interest Groups Argue Against Nexstar/Tegna

Opponents included a labor union, MVPD groups, public interest organizations, DirecTV, Newsmax and Indianapolis-based Circle City Broadcasting. “Nexstar’s CEO argues that Applicants seek merely to ‘meet the regulatory moment’ through this transaction,” said the filing from DirecTV. “If what he means is that at no other time would a transaction causing this much harm in exchange for little or no benefit ever have stood a chance of approval, he is surely correct.”

All those arguing against the deal said the transactions would create a broadcaster of unprecedented size and reach. If Nexstar/Tegna is approved without divestitures, the company would control 265 full-power TV stations in 44 states and reach 80% of U.S. households, said a joint filing from Free Press, Public Knowledge, the United Church of Christ's Media Justice Ministry and Communications Workers of America. The combined company would “control well over half of the local television advertising and retransmission consent revenues in many of these local markets, and control a dominant share of the local TV news production and broadcast labor markets, as well as a dominant share of the local TV news viewing audience,” the groups said. That would increase Nexstar’s market power “well beyond the level that the U.S. antitrust agencies consider to be presumptively unlawful.”

The petitions to deny also all said the FCC doesn’t have the authority to alter or bypass the 39% national TV ownership cap. “Rather than live within the limits imposed by the law, Nexstar requests Commission authority to flout it with an unauthorized waiver,” said EchoStar. “What the Applicants call a request for waiver of the national cap is nothing less than a shameless request for its near-total obliteration.”

A joint filing from a host of state cable and broadband associations argued that “no principle of law or logic suggests that the Commission retains some residual well of authority allowing it to do at a moment’s notice what Congress said it could not do periodically, or at all in this case.” The state associations also said, as did Newsmax, that the FCC eliminating the cap is likely to run afoul of U.S. Supreme Court precedents on adhering to statutory language and the major questions doctrine.

While the FCC lacks authority to alter the cap, that's especially true of the agency's Media Bureau, said DirecTV and Newsmax in separate filings. DirecTV “is concerned that the Commission may seek to have the Media Bureau provide the waiver in an attempt to avoid immediate judicial review of an unlawful waiver,” it said. Both companies argued that a waiver of the national cap is a new and novel decision that can’t be made on delegated authority. DirecTV said it would seek a stay from the FCC of such legal “chicanery” and proceed to the courts if the agency stalled.

"In no event should the Commission delegate consideration or approval of any portion of this transaction to the Media Bureau," Newsmax said. "A full Commission vote is needed."

Public Interest

Nexstar and Tegna also haven’t articulated public interest benefits from the deal, petitioners said. “Applicants do not claim the sorts of public interest benefits one typically sees in transactions of this magnitude -- lower prices, better service, more innovation -- in any sort of measurable or verifiable way,” said DirecTV.

Instead, the broadcasters have contended that the deal is necessary for broadcast journalism to survive competition from big tech. But that argument doesn’t jibe with Nexstar’s presentations to Wall Street, said the American Television Alliance and the National Content & Technology Cooperative in a joint filing, noting that Nexstar reported its Q4 2024 revenue as “the highest in [the company’s] 28-year history.”

Nexstar’s past acquisitions have generally led to job reductions, according to several petitions to deny. The company cut positions at stations after acquisitions in 2012 and 2015, as well as after the Tribune deal in 2019, said the joint filing with CWA. In addition, Nexstar has “centrally coordinated an aggressive campaign to deny employees their legally protected rights to organize a union and prevent collective bargaining” in its stations, CWA and the public interest groups said. “A post-merger Nexstar would employ 28.4% of all workers in the Television Broadcast industry.”

“Allowing Nexstar to consolidate control over the local TV news market to the degree that Applicants propose would impart devastating consequences on the public’s welfare and ultimately democracy itself,” said CWA and the public interest groups. The economies of scale touted by Nexstar “favor centralized production of nationally focused and formulaic content, dealing a huge blow to the Commission’s mission to preserve and promote localism.” EchoStar similarly said the deal would run counter to statements by FCC Chairman Brendan Carr about online content and “avoiding excessive control over the digital town square.” Carr has repeatedly separated his opposition to online content moderation from his view that the FCC should enforce content-based rules against broadcasters. “In the broadcast sphere, this transaction would give Nexstar a loudspeaker that transmits louder than ever before, and one that crowds out other voices,” EchoStar said.

'Market Dominance'

The deal would create anticompetitive duopolies and triopolies in many markets, numerous commenters said. In Indianapolis, where it would lead to Nexstar owning the market’s top three stations, the company would have a near-monopoly, said Circle City Broadcasting, one of the few black-owned full-power TV groups in the U.S. “Whether intentional or not, Nexstar’s ability to take advantage of its market dominance will inevitably deprive CCB of the resources it needs to maintain a viable, competitive local news service.” The petition from CWA and public interest groups also argued that the scope of Nexstar’s control if the deal is approved would be larger than is shown in the applications, because Nexstar controls the programming of numerous sidecar stations owned by companies such as Mission Broadcasting. “The supposed independence of Mission from Nexstar is nothing more than a carefully constructed illusion.”

The transaction is “presumptively unlawful under U.S. antitrust law” and should be rejected by DOJ, the CWA-led filing added. It "would massively increase the level of concentration" in the markets where Nexstar and Tegna overlap, “well past the level that current DOJ and FTC guidelines consider presumptively unlawful.” The deal would also violate Nexstar’s settlement with DOJ over its 2019 purchase of Tribune, said the state cable and broadband groups. That settlement included divestitures of Tegna, and Nexstar agreed then not to reacquire the stations involved for a decade.

Controlling so many stations in the same markets would give Nexstar too much power over spot advertising and retransmission consent markets, said filings from MVPD advocates. “The nationwide scope of this transaction would amplify the effect of Applicants’ market power in these specific” designated market areas, said the American Television Alliance and National Content & Technology Cooperative. “As a station group’s overall size increases, its bargaining power in retransmission consent negotiations with MVPDs also grows.”

The state cable and broadband groups noted that during retransmission consent negotiations, the combined company would be able to simultaneously black out stations in 132 markets. “And it will. Nexstar has withheld more station signals in the past five years than any other broadcast station group owner.”