The Trump administration just greenlit the TV megamerger at the center of Jimmy Kimmel's suspension. It still may not be legal.

By Lukas I. Alpert

Eight states and other broadcasters have filed antitrust suits against the $6.2 billion Nexstar-Tegna merger, which the Trump administration backed only after Nexstar moved to suspend Kimmel's show

Nexstar needed a major change to government rules for its deal to acquire Tegna to go through, and it led a fight to have Jimmy Kimmel's show taken off ABC following criticism from the Trump administration.

The Trump administration signed off on a television megamerger late Thursday which was at the heart of a move to push late-night host Jimmy Kimmel off the air last year and has faced a host of legal challenges as to whether it violated the law.

Nexstar Media Group (NXST), the nation's largest local television-station owner, said it had closed its $6.2 billion deal to acquire Tegna (TGNA), after receiving approvals from both the Department of Justice and the Federal Communications Commission.

The decision came just after eight state attorneys general and satellite broadcaster DirecTV filed lawsuits saying the deal would create "a behemoth" with far greater control over broadcast programming than allowed under existing antitrust laws.

"This merger would cause incredibly high levels of concentration in local TV markets and is expected to raise cable and satellite prices across the country, causing irreparable harm to local news and consumers who rely on their reporting as a critical source of information," said California Attorney General Rob Bonta, who is leading the suit brought by eight Democratic states. "This merger is illegal, plain and simple, running contrary to federal antitrust laws that protect consumers."

President Donald Trump had gotten behind the deal after Nexstar had moved to suspend Kimmel's program last September after he had been criticized by the White House for comments he made about the shooting death of conservative activist Charlie Kirk.

The deal, however, faced significant legal challenges, most significantly existing laws that limit the percentage of the American viewing audience that any one company is allowed to reach. Trump's FCC Chairman Brendan Carr has long argued that the rules were outdated, but many observers argue that they can only be changed by an act of Congress.

In announcing the closing of the deal, Nexstar CEO Perry Sook thanked Trump and Carr for allowing the merger to go through.

"By bringing these two outstanding companies together, Nexstar will be a stronger, more dynamic enterprise - better positioned to deliver exceptional journalism and local programming with enhanced assets, capabilities and talent," Sook said in a statement. 'We are grateful to President Trump, Chairman Carr, and the DOJ for recognizing the dynamic forces shaping the media landscape and enabling this transaction to move forward."

The deal brings together Nexstar's 201 stations it owns in 116 markets with Tegna's 64 stations. Together, the companies would operate 265 stations in 44 states, plus the CW Network and NewsNation.

Satellite TV provider DirecTV said in its antitrust lawsuit filed on Thursday in federal court in California that the Nexstar-Tegna deal was deeply anti-competitive.

"This merger would create a massive concentration of market power," the DirecTV suit said. "That enormous increase in market power will enable Nexstar to raise prices and reduce the amount, variety and quality of local news without having to worry about losing business to competition."

The FCC said that as part of the deal, Nexstar has agreed to divest stations in six markets where the companies' audiences overlapped, but that a waiver had been granted for 17 other markets where they would now own two stations.

"By approving this transaction, which allows Nexstar to own less than 15% of television stations, the FCC acts mindful of the media marketplace that exists today - not the one from decades past - and the agency ensures that these broadcasters have the resources to continue investing in their local news operations," Carr said in a statement.

Trump changes his tune

After the politically charged and legally thorny deal was first announced last August, Trump signaled that he was lukewarm about the deal going through.

But in September, Nexstar improved its standing after finding itself, along with other ABC-affiliated station owners, under pressure to remove Kimmel's show from the air amid blowback from the Trump administration over comments the host had made about Kirk's death.

Shortly after Carr demanded that local station owners "take action," Nexstar pulled Kimmel's show off its channels. That was followed by other station groups, and eventually ABC itself pulled Kimmel's show.

The move to take Kimmel off the air sparked a major public fight over First Amendment rights, with critics accusing Nexstar of seeking to placate the Trump administration as it sought a major rule change to get its deal with Tegna to go through.

Nexstar said that its business before the government played no role in its decisions over Kimmel's program. The show was later restored after a week off the air.

The legal hurdles the deal faced

In February, Trump changed his tune on the deal, signaling that it now had his support and needed to get done.

"We need more competition against THE ENEMY, the Fake News National TV Networks," he wrote on Truth Social. "GET THAT DEAL DONE!"

Carr responded by saying: "President Trump is exactly right."

"The national networks like Comcast & Disney have amassed too much power. For years, they've been pushing this Hollywood & New York programming all over the country with no real checks," Carr wrote on X. "Let's get it done and bring real competition to them."

At the heart of the matter are longstanding rules that cap the number of households one broadcaster can reach.

The rules are complex and have remained in place in some form for years, and some observers have argued that only Congress can change them. Regardless, without the administration's sign-off, the Nexstar-Tegna deal would undoubtedly have failed to go through.

As it stands, FCC rules set a limit of 39% for the percentage of households one broadcast company is allowed to reach in the U.S., as well as limits on the number of stations a company can own in a single market.

Before Thursday night's announcement, Nexstar reached exactly 39% of U.S. households while Tegna reached 31%, meaning together they would blow well past the percentage limits.

Bonta said that in the state of California alone, a combined Nexstar and Tegna would control half of the "Big Four"-affiliated stations in the state, referring to ABC (DIS), NBC (CMCSA), CBS (PSKY) and Fox (FOXA) (FOX). They would also end up owning more than one affiliate in several markets.

Carr has argued that the rules put local station owners at a disadvantage compared with companies like Netflix (NFLX) and Google parent Alphabet's (GOOGL) (GOOG) YouTube, which operate under no such limitations. The National Association of Broadcasters has also argued that the rule should be changed.

What was at issue is whether the FCC is allowed to change the rules on its own. Congress has authorized the agency to conduct a review of its regulations every four years - but the one rule that most observers agree Congress did not include in the quadrennial review process is the 39% ownership cap.

The attorneys general lawsuit filed Thursday said the proposed deal "clearly violates Section 7 of the Clayton Act, which holds that mergers that substantially lessen competition or tend to create a monopoly are illegal."

-Lukas I. Alpert

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03-19-26 2053ET