Antitrust Law Daily Wrap Up, ACQUISITIONS & MERGERS NEWS: DIRECTV moves to stop Nexstar—TEGNA merger, warning of higher TV bills, (Mar 24, 2026)

By Martin A. Steinberg, J.D.

Merger of the largest and second-largest owners of local broadcast television stations would allegedly unlawfully increase retransmission-fee leverage over distributors, leading to higher consumer prices and reduced competition for local news.

DIRECTV filed an antitrust action seeking to enjoin Nexstar Media Group’s proposed acquisition of TEGNA, alleging the transaction would substantially lessen competition in local broadcast television markets by increasing Nexstar’s bargaining leverage over distributors and enabling it to demand higher retransmission-consent fees that would ultimately be passed on to consumers. The complaint asserts that combining the nation’s largest and second-largest owners of local television stations would concentrate control over local broadcast stations in numerous markets, reduce competition in dozens of local markets, and lead to the closure of local newsrooms and diminished news quality. DIRECTV contends the merger is designed to increase the prices Nexstar can extract from distributors and therefore seeks injunctive relief to prevent what it characterizes as unlawful consolidation in the broadcast industry (DirecTV, LLC v. Nexstar Media Group, Inc., No. 2:26-cv-00976-TLN-CKD (E.D. Cal. Mar. 18, 2026)).

DIRECTV is a nationwide multichannel video programming distributor (MVPD) headquartered in California that provides digital video programming to millions of subscribers across the United States, including within the judicial district where the action was filed. The company purchases the rights to retransmit local broadcast stations as part of its subscription television packages.

Nexstar is alleged to be the largest owner of local broadcast television stations in the United States, operating more than 160 stations, most of which are affiliated with one or more of the “Big Four” broadcast networks, across more than 100 local markets. The complaint states that Nexstar’s stations reach roughly 70% of U.S. households and generated approximately $4.9 billion in revenue in 2025, underscoring its substantial scale and market presence.

TEGNA is another major broadcast station owner headquartered in Virginia, operating 64 stations in 51 markets nationwide. The complaint characterizes TEGNA as one of the largest independent broadcasters and the largest owner of Big Four affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households and generating about $3.1 billion in revenue in 2024.

Increased prices and reduced news competition. DIRECTV alleges that Nexstar’s proposed acquisition of TEGNA would substantially reduce competition in local broadcast television markets and lead to higher prices for television service nationwide. According to the complaint, Nexstar already possesses significant market power as the largest owner of local television stations, and acquiring TEGNA, the second-largest owner, would further increase its leverage over distributors such as DIRECTV. The combined firm would allegedly use its enhanced bargaining power to demand higher retransmission consent fees, which distributors would be forced to pass on to consumers. The merger is also alleged to result in the closure of local newsrooms in numerous markets, thereby reducing the amount, variety, and quality of local news coverage available to communities.

Market concentration. DIRECTV contends that the merger would create a dominant broadcast entity controlling a vast portfolio of stations across the United States. Nexstar currently owns more than 160 broadcast stations reaching approximately 70% of U.S. households, while TEGNA owns dozens more stations across multiple markets. The combined entity would control more than 200 stations reaching roughly 80% of television households in over 130 local markets. The complaint alleges that this level of concentration would exceed thresholds recognized as presumptively unlawful under the antitrust laws and would significantly increase market concentration in numerous local markets.

Broadcast content remains essential. The complaint emphasizes that local broadcast television remains a critical source of news, sports, and community information, even as streaming services have proliferated. Because consumers continue to rely heavily on local broadcast content, station owners retain substantial bargaining power in negotiations with distributors. DIRECTV alleges that Nexstar recognizes the enduring value of broadcast content and seeks to exploit that value by expanding its station portfolio to strengthen its negotiating leverage and increase the fees it can charge distributors.

Increased retransmission fees. DIRECTV asserts that Nexstar’s strategic objective in acquiring TEGNA is to enhance its scale and negotiating leverage to extract higher retransmission-consent payments from distributors. The complaint alleges that increased consolidation among broadcast station owners has historically been used to raise prices for retransmission rights, and that Nexstar has previously increased fees following prior acquisitions. According to DIRECTV, the proposed transaction is another step in that consolidation strategy and would enable Nexstar to demand higher payments from distributors, resulting in higher subscription costs for consumers.

No offsetting procompetitive benefits. DIRECTV alleges that the proposed acquisition offers no cognizable procompetitive benefits that would offset its anticompetitive effects. The complaint asserts that Nexstar is already highly profitable, financially stable, and well-positioned to compete without acquiring TEGNA, citing the company’s strong cash flows, sustained dividend growth, and continued profitability despite the rise of streaming services. It further contends that the transaction would enable Nexstar to charge higher prices while offering reduced output, specifically, higher retransmission fees and fewer local news resources. It therefore should be enjoined to prevent increased consumer costs and the closure of local newsrooms.

Relevant product markets. DIRECTV alleges that the relevant product market consists of retransmission-consent licenses for broadcast stations affiliated with the Big Four networks—ABC, CBS, NBC, and FOX—because these stations carry highly valued programming, including local news and live sports, that distributors must offer to remain competitive. The complaint asserts that these stations are uniquely important to distributors and not reasonably interchangeable with other types of programming, thereby constituting a distinct antitrust product market for purposes of merger analysis.

Relevant geographic markets. The complaint identifies local television markets, defined as designated market areas (DMAs), as the relevant geographic markets because viewers and advertisers rely on local broadcast stations serving specific communities. In each DMA where Nexstar and TEGNA operate competing Big Four affiliates, the merger would combine previously independent competitors and create new duopolies under common ownership. The complaint alleges that the transaction is presumptively unlawful in numerous such local markets because it would substantially increase concentration and eliminate direct competition between the parties’ stations.

Anticompetitive effects. DIRECTV alleges that the proposed acquisition would substantially lessen competition in numerous local designated market areas (DMAs) by creating new Big Four broadcast duopolies or triopolies in more than 30 DMAs and eliminating head-to-head competition between Nexstar and TEGNA stations. The complaint asserts that the merger would result in Nexstar acquiring additional Big Four affiliates in more than 30 DMAs, thereby significantly increasing market concentration and triggering the structural presumptions of illegality under the Merger Guidelines and established case law.

The complaint further contends that these concentration increases would enhance Nexstar’s bargaining leverage in retransmission-consent negotiations, enabling it to demand higher fees from distributors that would ultimately be passed on to subscribers. It also alleges that the merger would lead to reduced output and diminished quality of local news coverage, including newsroom consolidation and staff reductions in overlapping markets. According to DIRECTV, these harms—higher prices, reduced competition, and degraded local news—would occur promptly following consummation of the transaction and would be difficult to reverse.

No merger-specific efficiencies. DIRECTV alleges that the merger will not generate cognizable efficiencies or procompetitive benefits in the relevant retransmission-consent markets. Instead, the complaint says Nexstar itself has described the deal’s supposed “synergies” as stemming from higher retransmission revenue and lower operating expenses, meaning higher prices and reduced local news output, not consumer benefits. The complaint also contends that the transaction is not necessary for Nexstar to compete with streaming services or to improve local news, because Nexstar already portrays broadcast television as highly profitable and uniquely valuable due to sports and local news content.

Antitrust injury. DIRECTV alleges that the merger would cause direct and irreparable harm by forcing it to negotiate with a more powerful combined firm that could demand higher retransmission fees or impose more damaging blackouts. According to the complaint, either outcome would injure DIRECTV by raising its costs, forcing price increases for subscribers, damaging goodwill, causing subscriber losses, and degrading the quality of local news content available through its service.

Violation alleged. DIRECTV alleges that the proposed acquisition would substantially lessen competition in violation of Section 7 of the Clayton Act by eliminating competition between Nexstar and TEGNA in markets for retransmission-consent licenses for Big Four broadcast stations. The complaint claims the merger would materially lessen competition, increase negotiated prices, and reduce the quantity and quality of local broadcast content, including local news.

Prayer for relief. DIRECTV asks the court to declare the transaction unlawful, permanently enjoin the merger, award costs and attorneys’ fees, and grant any further appropriate relief.

Related litigation between the parties. DIRECTV and Nexstar are already adversaries in related antitrust litigation involving retransmission-consent negotiations. In a separate case decided in December 2025, the Second Circuit revived DIRECTV’s Sherman Act claims, alleging that Nexstar coordinated with affiliated “sidecar” broadcasters to demand supracompetitive retransmission fees, resulting in station blackouts and lost subscriber revenue. The court held that the alleged lost profits constituted a cognizable antitrust injury and that DIRECTV qualified as an efficient enforcer, thereby allowing the case to proceed. (DirecTV, LLC v. Nexstar Media Group, Inc., No. 24-981 (2d Cir. Dec. 16, 2025)).

The Case is No. 2:26-cv-00976-TLN-CKD.

Judge: Nunley, T.

Attorneys: Arthur Benjamin Schoen (King & Spalding LLP) for DirecTV, LLC. Bradley Stuart Lui (Morrison & Foerster LLP) for Nexstar Media Group, Inc.

Companies: DirecTV, LLC; Nexstar Media Group, Inc.

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