IRVING, Texas and TYSONS, Virginia (Aug. 19, 2025) – Nexstar Media Group, Inc. (Nasdaq: NXST) (“Nexstar”) and TEGNA Inc. (NYSE: TEGNA) (“TEGNA”) announced today that they entered into a definitive agreement (the “Agreement”) whereby, subject to regulatory approvals, Nexstar will acquire all outstanding shares of TEGNA for $22.00 per share in a cash transaction valued at $6.2 billion, inclusive of TEGNA’s net debt and estimated transaction fees and expenses.
(MCGUFF NOTE: In Texas, TEGNA owns KHOU Houston, WFAA Dallas, KENS San Antonio, KVUE Austin, KCEN Waco, KAGS College Station, KYTX Tyler, KIII Corpus Christi, KBMT-KJAC Beaumont, KXVA Abilene and KIDY San Angelo. Nexstar will now own multiple TV stations in Houston, DFW, Austin, and more...)
The purchase price represents a 31% premium to TEGNA’s average 30-day average stock price ending August 8, 2025, the last closing stock price prior to media reports of a potential transaction. Following completion of the transaction, the combined entity will be a leading local media company, well-positioned to compete in today’s fragmented and rapidly evolving marketplace. The new company will be better able to serve communities by ensuring the long-term vitality of local news and programming from trusted local sources and preserving the diversity of local voice and opinion. Nexstar will also be able to provide advertisers with an even greater variety of competitive local and national broadcast and digital advertising solutions to serve brands and consumers more effectively.
Nexstar’s Chairman and Chief Executive Officer, Perry A. Sook, commented, “The initiatives being pursued by the Trump administration offer local broadcasters the opportunity to expand reach, level the playing field, and compete more effectively with the Big Tech and legacy Big Media companies that have unchecked reach and vast financial resources. We believe TEGNA represents the best option for Nexstar to act on this opportunity. TEGNA is a premier operator with high quality local television stations primarily in the top 75 DMAs. We and TEGNA are similarly dedicated to providing communities of all sizes with the best programming and fact-based local journalism along with innovative digital products and marketing solutions for local viewers and advertisers. 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.”
Mr. Sook continued, “Nexstar has a stellar long-term record of growth through its deals, having completed many well-received transactions since 2011, including the 2019 acquisition of Tribune Media. The playbook we followed to make those transactions successful – improving and increasing local content, executing on identified synergies, and quickly de-leveraging our balance sheet with free cash flow post close – are the same opportunities and strategies we will use in connection with this transaction. With committed financing and a plan for significant synergy realization, we believe the combined entity will be poised for growth, leverage reduction, and the enhancement of shareholder value.”
Howard Elias, Chairman of TEGNA’s Board of Directors commented, “At TEGNA, we share Nexstar’s commitment to local broadcasting, exemplified by numerous investments and initiatives, industry journalism awards, and the significant expansion of our local news content. This transaction, which will provide premium near-term value to TEGNA shareholders, comes at a time of rapid change in our industry and reflects the fact that policymakers of all perspectives are calling for regulations governing our industry to be modernized. This transaction with Nexstar will further solidify the critical role our stations serve in our communities, preserve their trust, and be better able to compete in today’s highly fragmented media environment.”
Mike Steib, Chief Executive Officer of TEGNA, said, “We are thrilled to have found a partner in Nexstar that will enable TEGNA’s stations to continue doing what we do best: creating outstanding and impactful local content coupled with the delivery of indispensable digital products to the communities we serve around the country. Nexstar and TEGNA both share a rich heritage of commitment to journalistic excellence and technological advancements. Together, we will expand news coverage to serve more communities, across more screens, and ultimately secure the future of local news for generations to come.”
Transaction Details
TEGNA purchase price of $22.00 per share, reflects a 31% premium to TEGNA’s unaffected 30-day average stock price ending August 8, 2025.
Transaction has been unanimously approved by TEGNA’s Board of Directors.
TEGNA debt will be refinanced and/or assumed at close.
Committed financing in place from BofA Securities, P. Morgan Chase N.A., and Goldman Sachs & Co. LLC to finance the transaction.
Transaction Highlights
Combines two best-in-class television broadcast companies which share an unwavering commitment to localism, innovation, and superior, trustworthy programming.
Increases operational and geographic diversity and scale. Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the country’s 210 television DMAs. The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households.
Enhances presence in local DMAs. Nexstar’s station footprint overlaps with TEGNA in 35 of TEGNA’s 51 DMAs, providing improved synergy potential in these markets.
Extends footprint to additional contested election DMAs. The addition of strong Big-4 affiliates in key contested election DMAs, such as Phoenix, AZ, Atlanta, GA, Toledo, OH, and Portland, ME, will enhance the political advertising outlook for Nexstar in even-numbered years.
Financial Summary and Outlook
On a combined basis for the last eight quarters annualized ending June 30, 2025, Nexstar, together with TEGNA, would have combined net revenue (excluding synergies) of $8.10 billion and combined Adjusted EBITDA (excluding synergies) before stock-based compensation of $2.56 billion.
Based on our estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions.
Together, the Adjusted Free Cash Flow of TEGNA, the expected synergies on an after-tax basis and the estimated after-tax financing costs related to the transaction, is expected to be more than 40% accretive to Nexstar’s standalone Adjusted Free Cash Flow in the first twelve months after closing.
After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, 2025, Nexstar’s total net leverage ratio was 3.19x.
Consistent with past transactions, Nexstar initially intends to allocate excess free cash flow to repay debt.
Timing and Approvals
The transaction is subject to customary closing conditions, including TEGNA shareholder and regulatory approvals.
The transaction is expected to close by the second half of 2026.
Advisors
BofA Securities, J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC are acting as financial advisors and Kirkland & Ellis LLP, Wiley Rein LLP, and Morrison Foerster are acting as legal counsel to Nexstar.
Allen & Company LLC is acting as financial advisor to TEGNA and Wachtell, Lipton, Rosen & Katz, and Covington & Burling LLP are acting as its legal counsel.
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