Publicly traded Nexstar Media Group, the nation’s largest owner of local television broadcast stations in the U.S., announced Tuesday that it is acquiring TEGNA Inc. and its 65 local stations in 51 markets, including 15 stations in 12 markets in Texas.
For a total of $6.2 billion Nexstar plans to acquire all outstanding shares of TEGNA for $22 per share, a 31 percent premium over TEGNA’s unaffected 30-day average ending Aug. 8. Under terms of the agreement, Nexstar also assumes TEGNA’s liabilities, which included $2.5 billion long-term debt as of June 30, according to TEGNA’s most recent 10Q reporting to the SEC.
Although the acquisition further consolidates the ownership of local television broadcasts in Texas and other states, Perry Sook, chair and CEO of Nexstar, said the deal will bolster local broadcast news against competition from “Big Tech and legacy Big Media companies that have unchecked reach and vast financial resources.”
Nexstar is based in Irving, having moved its corporate headquarters from Ohio in 2014. The TV giant’s general counsel is Rachel Morgan, who won the DFW Achievement in Pro Bono and Public Service at the 2023 DFW Corporate Counsel Awards.
TEGNA, a spin-off of the broadcast properties owned by Gannett Corp., is headquartered in Tysons, Virginia.
Nexstar already owns or partners with more than 200 local broadcast stations across 116 markets. It also owns CW, the fifth-largest broadcast network, a 31.3 percent stake in the Food Network, the national news broadcast NewsNation, as well as the multicast networks Antenna TV and Rewind TV and the influential D.C.-insider news website The Hill.
Nexstar outside legal counsel included Kirkland & Ellis, Wiley Rein and Morrison Foerster. Financial advisors for Nexstar are BofA Securities, J.P. Morgan Securities and Goldman Sachs.
Wachtell, Lipton, Rosen & Katz, along with Covington & Burling were legal counsel to TEGNA. Allen & Company provided financial advice.
Alongside a promise to respect the local character and variety of local broadcast news, Perry noted that the TEGNA broadcast properties will extend NexStar’s national presence.
“The transaction will increase Nexstar’s reach through the expansion of our presence in important DMAs such as Atlanta, Phoenix, Seattle, and Minneapolis, as well as enhance our local presence, enabling us to continue to provide the core local news and programming that is in the public’s interest.”
With the acquisition of TEGNA, Nexstar will own or operate 40 stations in Texas, with three or more in Abilene, Amarillo, Austin, Dallas, Houston, Midland/Odessa, San Angelo, Tyler and Waco/Temple.