FCC Approves Nexstar-Tribune Merger

$6.4 billion deal originally announced last December gets the final thumbs up.
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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.

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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.