IRVING, Texas—After receiving FCC approval earlier in the week, Nexstar announced on Sept. 19 that it has officially completed its acquisition of Tribune Media Company for $7.2 billion. In conjunction, Nexstar also announced it completed the divestitures of 21 TV stations for $1.33 billion to comply with federal regulations.

As a result of the merger, the combined Nexstar-Tribune becomes the largest U.S. broadcaster, owning or servicing 197 stations in 115 markets, which works out to reach 39% of U.S. TV households. Also as part of the acquisition, Nexstar took over as the owners of WGN America and received a 31.3% ownership stake in the Food Network.

Three former members of Tribune’s senior management have been appointed to new positions as part of Nexstar. Sean Compton is now the executive vice president of WGN America, WGN Radio and director of content acquisition. Dana Zimmer was named the executive vice president and chief distribution and strategy officer. Gary Weitman will take over the role as executive vice president and chief communications officer.

“The completion of our accretive acquisition of Tribune Media increases Nexstar’s geographic diversity and audience reach with national coverage and an expanded presence in top 50 DMAs, while offering complementary media assets and investments, scale driven synergies and further cash flow diversification,” said Perry Sook, Nexstar chairman and president.

“Today, the Nexstar team is comprised of more than 13,000 talented team members across America united by a common vision focused on localism, innovation and growth, as well as a passion for professional excellence.”

Sook says Nexstar will now produce more than 254,000 hours of local news, entertainment, sports, lifestyle and network programming.

WASHINGTON—A little more than nine months after the original announcement and subsequent divestiture of TV stations to meet necessary regulations, the FCC has approved the sale of Tribune Media Company broadcast stations to Nexstar Media Group Inc., as well as a group of station divestitures to bring the combined Nexstar-Tribune company under the 39% national reach barrier.

Originally announced in December 2018, Nexstar made a deal for Tribune’s 42 TV stations, WGN America and a 31% stake in the Food Network worth $6.4 billion. With this deal, Nexstar is set to become the largest broadcast group in the U.S. with 144 full-power TV stations in 115 markets.

Subsequent to acquiring Tribune’s stations, Nexstar was required to divest some of its stations to other groups like Scripps Broadcast Holdings, TEGNA Broadcast Holdings and CCB License. The FCC approved all of these divestitures as well, following in the footsteps of the Department of Justice’s decision in August.

This approval includes the potential issue of Nexstar acquiring two of the top-four ranked broadcast television stations in the Indianapolis market, while Scripps would do the same in the Norfolk-Portsmouth-Newport News market. The commission found that the Local Television Ownership Rule’s Top-Four Prohibition did not apply because of “pre-existing combinations” and “unique facts and circumstances of the stations and markets at issue,” the FCC’s official order reads.

Despite objections from groups like Common Cause, the FCC ultimately determined that the Nexstar-Tribune merger would provide a number of public interest benefits to its viewers. Among those cited by the commission were local stations having increased access to Nexstar’s D.C. news bureau and state new bureaus, and Nexstar’s commitment to invest savings from the merger into it stations, including investments in ATsc 3.0.

FCC Commissioner Michael O’Rielly called the approval of the Nexstar-Tribune merger “a win for viewers.”

“Today’s media landscape has created significant challenges for broadcasters, who are forced to compete against Silicon Valley behemoths for advertising dollars,” O’Rielly wrote. “Any opportunities to enable broadcasters to compete more effectively should therefore be encouraged and embraced.”

In a dissenting opinion, Commissioner Jessica Rosenworcel wrote that the FCC has a long-standing duty to ensure airwaves are consistent with the values of localism, competition and diversity. “While these may not be especially trendy, these principles have stood the test of time,” Rosenworcel wrote. “They support journalism and jobs. They make it possible for communities across the country to have local news and content, rather than just national news and programming developed on the coasts. Because we fall short of honoring these essential views in this decision, I dissent.”

In a short press release announcing the FCC’s approval of the merger, Nexstar anticipates that it will close the Tribune transaction and divestiture sales shortly.

The FCC’s full order of the Nexstar-Tribune merger is available here.

WASHINGTON—The Nexstar-Tribune merger is one step closer to completion following a green light signal from the Justice Department that it would approve the proposed $6.4 billion merger following the companies divestiture of a number of TV stations.

The Justice Department provided its conditional approval in a pair of documents—one a civil antitrust suit against the deal in the U.S. District Court of the District of Columbia, and the other a settlement between the three parties that if approved by the court would resolve the complaints alleged in the suit by the divestiture of the TV stations and related conditions.

DOJ argued that without the proposed divestitures, head-to-head competition in 13 television markets would be eliminated, allowing the combined Nexstar-Tribune to unfairly charge higher retransmission fees that could result in higher monthly bills for consumers, as well as higher prices for spot advertisements.

“Without the required divestitures, Nexstar’s merger with Tribune threatens significant competitive harm to cable and satellite TV subscribers and small businesses,” said Assistant Attorney General Makan Delrahim from the DOJ’s Antitrust Division. “I am pleased, however, that we have been able to reach a resolution of the Division’s concerns, thanks in part to the parties’ commitment to engage in good faith settlement talks from the outset of our investigation.”

As a result of the settlement, Nexstar and Tribune will be required to sell one or more stations currently owned by the companies in each of the 13 markets: Davenport, Iowa; Des Moines, Iowa; Ft. Smith, Ark.; Grand Rapids, Mich.; Harrisburg, Penn.; Hartford, Conn.; Huntsville, Ala.; Indianapolis; Memphis; Norfolk, Va.; Richmond, Va.; Salt Lake City; and Wilkes-Barre, Penn.

This settlement also resolves challenges raised by attorney generals in Illinois, Pennsylvania and Virginia.

Should the merger of Nexstar and Tribune be made official, Nexstar would become the largest broadcast group in the U.S.

The FCC must still complete its public interest review of the merger, which deals with more than antitrust issues.

MONTEREY, Calif.—Apollo Global Management’s Cox Media Group and Northwest Broadcasting deals and Nexstar Media Group’s divestiture of 19 stations to win FCC approval of its Tribune Media acquisition helped to propel merger and acquisition activity in the U.S. broadcast market to $5.1 billion, according to Kagan, a media research group with S&P Global Market Intelligence.

The quarterly deal volume, the highest since the second quarter of 2007, was propelled by Apollo’s $3.1 billion purchase of a majority stake in Cox Media, which included 14 full-power and nine low-power TV stations, four radio stations and a newspaper, as well as its $384 million purchase of a majority stake in Northwest Broadcasting, the researcher said.

The other major M&A activity centered on Nexstar divestitures. The company sold a total of 19 stations in 15 markets for $1.32 billion to E.W. Scripps and TEGNA, a move needed to win regulatory approval for its December 2018 deal to merge with Tribune Media.

Gray Television boosted the quarterly deal total by $45 million with its acquisition of two CBS affiliates, WWNY serving Watertown and upstate New York and KEYC-TV serving southwestern Minnesota, Kagan said.

Radio deal volume for the quarter hit nearly $237 million, half of which involved Cumulus Media.

WASHINGTON—The FCC's Media Bureau has accepted for filing the TV station spin-offs that Nexstar said gets its merger with Tribune--just barely--under the 39% national audience reach cap.

With that info in hand, the FCC's Media Bureau has set the comment dates for what is the now-consolidated application for transferring stations from Tribune to Nexstar, which combines the original application and the info on just what stations are being spun off, and to whom. Petitions to deny are due May 27; oppositions to those petitions are due June 11; replies are due June 18.

"Because this proceeding involves multiple transactions in multiple markets, and requires coordinated timing to effectuate divestures of certain stations that are necessary for approval of the overall transaction, we find that consolidated processing of the Divestiture Applications, and their incorporation into this docket, will result in administrative efficiency and ensure a comprehensive record in this proceeding," the Media Bureau said.

As part of the deal, Nexstar and Tribune officially told the FCC this week, in 10 markets where the deal would combine two of the top four stations, one of those will be sold to either Scripps (Justice has already signed off on those from an antitrust review perspective) or Tegna. In an eleventh market, Indianapolis, the merged company is asking to be allowed to retain Tribune's existing pair of top four stations.

Nexstar also has two stations in Indianapolis, but it was going to have to spin off at least two stations in the market regardless and has struck a deal to sell those to Circle City Broadcasting.

FCC rules presume combos of two of the top-four rated stations in a market are not in the public interest, but in a change instituted under FCC chair Ajit Pai, the FCC will look at exceptions on a case-by-case basis. So, for 10 of those combos, the combined company is not trying to make that case but instead divesting, but in Indianapolis, it will.

As to getting the deal under the 39% cap, Nexstar says those and the spin-offs to Circle City, will get it in just under the wire at 38.2965%.

Nexstar has been arguing, along with other broadcasters, that the national cap should be raised, but can't count on that happening, at least in time to factor it into the deal. 

WASHINGTON—Tribune Media shareholders may have overwhelmingly supported the company’s acquisition by Nexstar last week, but not everyone is happy about the potential merger. Common Cause—joined by Public Knowledge, United Church of Christ OC Inc. and Sports Fans Coalition—filed a petition on Monday with the FCC asking the commission to deny the proposed merger.

Nexstar first announced the proposed deal for Tribune in December 2018, acquiring 42 stations, cable network WGN America and a 31 percent stake in Food Network for a total transaction value of $6.4 billion. The combined assets would give Nexstar more than 200, pre-divestiture full power, owned or service TV stations in 118 markets, as well as growing digital operations. The company would reach a reported 39 percent of U.S. households, creating the largest local broadcasting company in the country.

The Common Cause petition says that Nexstar-Tribune’s reach would be closer to 72 percent, which exceeds the 39 percent Congressionally established ownership cap for VHF stations. Nexstar has said that it would divest some stations to comply with federal ownership rules.

“The Nexstar-Tribune merger is a bad deal for communities across the country who want local news from diverse and independent voices reporting on stories that impact their everyday lives,” read the statement from Michael Copps, Common Cause special adviser and former FCC commissioner. Copps makes the argument that the merger could lead to reporter layoffs and consolidated newsrooms, resulting in less in-depth reporting, locally-originated programming and local news. “This will only lead to less informed citizens, negatively impacting our democracy and civic dialogue.”

He continued: “At a time when the broadcast marketplace is already highly consolidated with a handful of conglomerates owning much of our local media, the FCC should block this merger and uphold a framework that gives communities diverse and independent sources of news and information.”

The full petition is available to read online.