Local News, National Showdown: Eight State AGs Move To Block the Nexstar-Tegna Deal

On March 18, 2026, eight state attorneys general filed suit in the U.S. District Court for the Eastern District of California seeking to block Nexstar Media Group, Inc.’s $3.5 billion acquisition of Tegna Inc. The very next day, the U.S. Department of Justice (DOJ) and the Federal Communications Commission (FCC) approved the transaction. The episode offers a striking illustration of a dynamic we have been tracking closely: state attorneys general (AGs) are no longer waiting for federal enforcement to run its course, but are moving to assert their own enforcement authority independently and aggressively.

The Deal and Federal Approval

Nexstar — a local television broadcasting group in the United States with more than 200 stations across 116 geographies — agreed to acquire Tegna, which owns 64 television stations in 51 geographies.  According to the parties, the combined entity could reach approximately 80% of U.S. television households through 265 stations in 44 states and the District of Columbia.

To approve the transaction, the FCC waived its longstanding National Television Ownership Rule — prohibiting any commercial television broadcast station owner from reaching an aggregate national audience of more than 39% of U.S. television households — and its Local Television Multiple Ownership Rule — prohibiting ownership of more than two full-power television stations in the same Designated Market Area (DMA).¹ According to FCC Chairman Brendan Carr, “[w]aiving that rule here is consistent with longstanding FCC authorities and doing so promotes the underlying purpose of the FCC’s media regulations by promoting competition, localism, and diversity.”

Chairman Carr defended approval of the deal more broadly as a response to current marketplace realities, emphasizing that the agency acted with an eye toward the media landscape “that exists today — not the one from decades past.”

State AGs Take the Remote

The day before the FCC announced its decision to approve the acquisition, a coalition of eight state AGs — from California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia — filed suit in the U.S. District Court for the Eastern District of California. California AG Rob Bonta, who led the coalition, argued that the merger violated Section 7 of the Clayton Act by substantially lessening competition and tending to create a monopoly in dozens of local television markets.

The states raised concerns on multiple fronts. First, they argued the deal would lead to higher prices for consumers — both for cable and satellite subscribers who pay distributors, and for the distributors themselves, who would face a significantly more powerful negotiating counterpart. DirecTV, which filed its own separate lawsuit, echoed that concern, predicting that the combined Nexstar would extract higher retransmission fees that ultimately would be passed along to subscribers. Second, the states raised concerns about the health of local journalism, warning that Nexstar’s alleged track record of consolidating newsrooms could accelerate reductions in local news operations. According to the AGs’ Complaint, “[e]liminating independent sources of local news is a quality degradation resulting from the aggregation of market power and, as such, fits neatly within traditional antitrust concerns over the ability of firms with significant market power to lower the quality of products (even as they boost prices).”

Stay Tuned: A Pattern Worth Watching

The Nexstar-Tegna enforcement saga fits squarely within a pattern we have observed across a range of industries. State AGs are moving to fill perceived gaps in federal enforcement. As companies navigate mergers and acquisitions, they therefore must give thought to potential state enforcement: federal approval does not extinguish state antitrust risk. (Nor is it a barrier to private suits by aggrieved customers, like DirecTV in this case.) States have independent authority to challenge transactions and they increasingly are willing to exercise it, even in industries — like broadcast media — that are heavily regulated at the federal level and have not been scrutinized by state enforcers in the past.

If you have questions about this Blog, please contact the authors or any of their colleagues in Arnold & Porter’s Antitrust or State Attorneys General Enforcement and Litigation practice groups.

© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Blog post is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.