Nexstar Media Group to Acquire TEGNA Inc. in $6.2 Billion Transaction

Nexstar Media Group to Acquire TEGNA Inc. in $6.2 Billion Transaction image

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Nexstar Media Group, Inc. (Nasdaq: NXST) and TEGNA Inc. (NYSE: TEGNA) today announced a definitive agreement under which Nexstar will acquire all outstanding shares of TEGNA for $22.00 per share in a cash transaction valued at $6.2 billion, including TEGNA’s net debt and estimated transaction costs. The purchase price represents a 31% premium to TEGNA’s 30-day average stock price prior to reports of a potential deal.

The combination of Nexstar and TEGNA will create the largest local television station group in the United States, with 265 full-power stations across 44 states and the District of Columbia, covering 132 of the country’s 210 television DMAs and reaching 80% of U.S. television households. The merged company will hold stations in nine of the top 10 DMAs, 41 of the top 50, 62 of the top 75, and 82 of the top 100, significantly increasing geographic diversity and operational scale. The acquisition also strengthens Nexstar’s presence in key markets such as Atlanta, Phoenix, Seattle, and Minneapolis, and enhances its ability to provide advertisers with expanded local and national broadcast and digital solutions.

Executives from both companies emphasized their shared commitment to local journalism, diverse programming, and innovation in digital media. Nexstar Chairman and CEO Perry Sook highlighted that the deal expands the company’s reach while ensuring the long-term vitality of trusted local news and programming. TEGNA CEO Mike Steib noted that joining Nexstar will allow TEGNA’s stations to continue delivering high-quality local content and digital products while expanding coverage to more communities nationwide.

Financially, the transaction is expected to generate approximately $300 million in annual net synergies from revenue growth and operational efficiencies. The combination is projected to be more than 40% accretive to Nexstar’s standalone Adjusted Free Cash Flow in the first 12 months following closing. Nexstar anticipates a net leverage ratio of approximately 4x at closing, with a plan to de-leverage to current levels by 2028 through excess free cash flow.

Advisors to Nexstar include BofA Securities, J.P. Morgan Securities LLC, and Goldman Sachs & Co. LLC, with Kirkland & Ellis LLP, Wiley Rein LLP, and Morrison Foerster serving as legal counsel. Allen & Company LLC serves as financial advisor to TEGNA, with Wachtell, Lipton, Rosen & Katz, and Covington & Burling LLP as legal counsel.

 

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