SACRAMENTO—In response to a temporary restraining order (TRO) pausing the $6.2 billion Nexstar/Tegna merger, Nexstar’s lawyers have strongly pushed back against the the court order, saying that aspects of the merger are “impossible to reverse” and that “the TRO creates immediate operational harm to Tegna and Nexstar, regulatory conflicts, and a governance vacuum.”
The TRO was issued by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California in an antitrust suit brought by DirecTV. The ruling temporarily blocks the two companies from proceeding with integration of their operations. The court has asked for further pleadings on the issue and plans to hold an in-person hearing on April 7.
Nexstar’s March 31 response stressed that “Defendants Nexstar Media Group, Inc. and TEGNA Inc. hereby notify the Court that Defendants cannot implement certain provisions of the TRO as written because of actions already completed at closing and legal obligations that cannot be reversed. The TRO creates immediate operational harm to Tegna and Nexstar, regulatory conflicts, and a governance vacuum…Upon closing, Nexstar and Tegna took many typical steps that may not have been apparent to the Court when it issued its TRO. It is particularly difficult to freeze integration that was already taking place, unlike a conventional hold-separate order. Complying with certain aspects of the TRO is impossible and could jeopardize Nexstar and the Tegna assets the Court seeks to preserve.”
After laying out a long more specific list of operational problems and harms what would be created by the TRO, Nexstar also proposed some changes to the TRO to mitigate some of the problems created by the order. Those include changed in the following areas:
- Debt and Cash Management
- Corporate Governance and Operational Control
- Distribution Agreements and Retransmission
- Corporate Governance Structure and Officer Authority:
- Financing and Reporting Obligations
- Management Authority and “Ordinary Course” Operations
- Corporate Governance and Officer Authority
- Employee Compensation and Workforce Decisions
- Interim Operating Covenants
“Nexstar’s above proposals may allow Defendants to mitigate some of the irreparable harm occurring to the combined company, comply with the TRO, and protect Tegna station assets over the next several days,” the filing argued. “The proposals, however, do not fully address the harm and are not sustainable beyond the preliminary injunction hearing set for April 7, 2026. Additional proposals and clarifications may be required in the coming days to forestall further material harm associated with the TRO.”
