DEFA14A: DOJ Issues Second Request for TEGNA-Nexstar Merger

The U.S. Department of Justice has issued a Second Request for additional information regarding the proposed merger between TEGNA Inc. and Nexstar Media Group, Inc., extending the regulatory review period.

Summary

• TEGNA Inc. entered into an Agreement and Plan of Merger with Nexstar Media Group, Inc. and Teton Merger Sub, Inc. on August 18, 2025.
• Pursuant to the agreement, Merger Sub will merge with and into TEGNA, with TEGNA continuing as the surviving corporation and a wholly-owned subsidiary of Nexstar.
• The parties filed their respective notification and report forms with the U.S. Department of Justice (DOJ) and the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) on September 30, 2025.
• On October 30, 2025, the parties received a request for additional information and documentary material (the Second Request) from the DOJ in connection with its review of the Merger.
• The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after the parties have substantially complied with the request, unless terminated earlier by the DOJ or extended by agreement.
• The parties will continue to cooperate with the DOJ staff in its review and expect the Merger to be completed by the second half of 2026.
• Completion of the Merger remains subject to the termination or expiration of the HSR Act waiting period and the satisfaction or waiver of other closing conditions specified in the Merger Agreement.

Sentiment

Score: 4

Explanation: The issuance of a Second Request by the DOJ introduces significant regulatory hurdles and potential delays for the merger, increasing uncertainty. While the parties still expect completion, the increased scrutiny is a negative development that raises the risk profile of the transaction.

Positives

• The parties will continue to cooperate with the DOJ staff in its review of the Merger.
• The parties still expect the Merger to be completed by the second half of 2026, indicating continued commitment to the transaction.

Negatives

• The U.S. Department of Justice issued a Second Request for additional information, indicating increased regulatory scrutiny of the proposed merger.
• The Second Request extends the waiting period under the HSR Act, potentially delaying the completion of the merger.

Risks

• The timing, receipt, and terms and conditions of any required governmental or regulatory approvals of the Merger could reduce anticipated benefits or cause the parties to abandon the Merger.
• Risks related to the satisfaction of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals or the approval of TEGNA's stockholders) in the anticipated timeframe or at all.
• Any announcements relating to the Merger could have adverse effects on the market price of TEGNA's common stock.
• Disruption from the Merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, vendors, and others.
• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement.
• Disruption of management's attention from TEGNA's ongoing business operations due to the Merger.
• Significant transaction costs associated with the Merger.
• The risk of litigation and/or regulatory actions related to the Merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future.
• Other business effects, including the effects of industry, market, economic, political, or regulatory conditions.
• Information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks, which could exacerbate any of the risks described above.

Future Outlook

The parties expect the merger to be completed by the second half of 2026, despite the additional regulatory scrutiny from the DOJ's Second Request. They will continue to cooperate with the DOJ staff in its review of the Merger.

Management Comments

• The Parties will continue to cooperate with the DOJ staff in its review of the Merger.
• The Parties expect that the Merger will be completed by the second half of 2026.

Industry Context

The media industry, particularly broadcast television, has experienced significant consolidation. Mergers of this scale, such as the proposed TEGNA-Nexstar transaction, typically attract close scrutiny from antitrust regulators like the DOJ due to concerns about market concentration, competition in advertising markets, and potential impacts on local news. A Second Request is a common, though not ideal, step in such large transactions, indicating regulators are conducting a deep dive into potential competitive harms.

Comparison to Industry Standards

• The issuance of a Second Request by the DOJ for a large media merger like TEGNA-Nexstar is a standard part of the antitrust review process for significant transactions, similar to the extensive reviews faced by other major media consolidations.
• The extended waiting period is a typical consequence of a Second Request, aligning with the regulatory timelines observed in other complex industry mergers, such as the review of Sinclair Broadcast Group's attempted acquisition of Tribune Media, which ultimately failed due to regulatory hurdles.

Legal Proceedings

• The ongoing review by the U.S. Department of Justice under the HSR Act, including the Second Request for additional information, constitutes a regulatory proceeding related to the merger.
• The filing explicitly mentions the risk of 'litigation and/or regulatory actions related to the Merger or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future.'

Stakeholder Impact

• Shareholders face increased uncertainty regarding the merger's completion timeline and potential for adverse effects on TEGNA's common stock market price due to regulatory delays.
• Employees may experience disruption and uncertainty regarding future employment and operational relationships due to the merger and its extended review.
• Customers, vendors, and business partners might face difficulties in maintaining business and operational relationships due to the merger's prolonged review and management's diverted attention.

Next Steps

• TEGNA and Nexstar will continue to cooperate with the DOJ staff in its review of the Merger.
• The parties must substantially comply with the Second Request to restart the HSR Act waiting period.
• Satisfaction or waiver of other closing conditions specified in the Merger Agreement.

Key Dates

Recommendation

The issuance of a Second Request by the DOJ introduces a significant regulatory hurdle and uncertainty for the TEGNA-Nexstar merger. While the parties remain committed and expect completion, the extended review period and potential for further conditions or even abandonment warrant a cautious 'hold' stance. Investors should monitor the progress of the DOJ review closely, as the outcome will be a primary driver of the stock's performance. The increased scrutiny suggests a higher risk profile for the deal's timely and unconditional completion.

Keywords

TEGNA, Nexstar Media Group, Merger, Acquisition, DOJ, Second Request, HSR Act, Regulatory Approval, Media Industry, Broadcast Television