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On August 8, the Wall Street Journal reported that Nexstar Media Group (NXST) was in advanced talks to acquire Tegna (TGNA), triggering a surge in TGNA’s stock price, with shares soaring nearly 30% in mid-day trading. Today's announced buyout price of $22 per share, while only a 9% premium over TGNA’s closing price on August 18, represents a substantial 31% premium over the 30-day average stock price ending August 8, prior to the WSJ report.

• The all-cash transaction, valued at $6.2 bln including TGNA’s net debt, reflects a multiple of approximately 7.3x TGNA’s trailing 12-month adjusted EBITDA. This valuation appears reasonable, aligning with industry norms for media acquisitions and offering NXST a strategic opportunity to scale without overpaying. The deal, unanimously approved by TGNA’s board, is financed through a mix of new financing, cash on hand, and revolver borrowing capacity, with TGNA’s debt to be refinanced or assumed at closing.
• Strategically, the acquisition positions the combined entity to compete more effectively against Big Tech and legacy media giants amid ongoing cord-cutting trends. Upon closing, expected in 2H26, NXST and its partners will operate 265 full-power TV stations across 44 states, covering 132 of the nation’s 210 Designated Market Areas (DMAs) and reaching approximately 80% of U.S. TV households. The deal expands NXST’s footprint into key markets like Atlanta, Phoenix, Seattle, and Minneapolis, while strengthening its presence in nine of the top 10 DMAs and 41 of the top 50, enhancing its scale and influence in local broadcasting.
• Financially, the merger is poised to deliver significant benefits, with NXST projecting annual net synergies of approximately $300 mln through revenue enhancements and operating expense reductions, the majority expected within the first year post-closing. The combined entity will offer advertisers a broader, more competitive array of local and national broadcast advertising solutions, capitalizing on its expanded reach and diverse portfolio. NXST anticipates the deal will be more than 40% accretive to its standalone adjusted free cash flow in the first 12 months after closing, with plans to deploy excess cash flow to reduce leverage from an estimated 4x at closing to current levels by 2028.
• Despite the deal’s promise, risks remain, particularly around regulatory approval from the FCC given the scale of consolidation in the local TV sector. However, the Trump administration’s push for deregulation, led by FCC Chairman Brendan Carr, is likely to ease ownership restrictions, reducing anti-competitive concerns for a deal that does not involve major network owners. Public interest groups may raise objections about reduced local news diversity, but the regulatory environment appears favorable, increasing the likelihood of approval.

NXST’s $6.2 bln acquisition of TGNA offers compelling strategic and financial advantages, creating a leading local media company with unmatched scale and advertising potential. With high odds of regulatory approval under a deregulation-friendly administration, the deal positions NXST to drive significant shareholder value while navigating the evolving media landscape.