State AGs Challenge Fed Approval of Nexstar-Tenga Mega Media Deal

Eight state attorneys general have filed suit to block broadcaster Nexstar Media Group’s $6.2 billion acquisition of Tenga Inc., a deal federal regulators already approved. The suits mark a significant escalation in state-versus-federal antitrust enforcement, and signal new deal risk for companies pursuing large-scale media consolidation.

Writing for JDSupra, lawyers with Troutman Pepper Locke argue that the Nexstar-Tenga case crystallizes a growing willingness among Democratic-led states to independently challenge transactions that the Trump administration has cleared.

Nexstar, already the largest US broadcaster with over 200 stations reaching 220 million people, agreed in August 2025 to acquire Tegna Inc., which operates 64 stations in 51 markets. The combined entity would own 265 stations in 44 states, reaching 60–80% of American households.

Despite an FCC waiver of its 39% household-reach cap, and the DOJ’s unconditional clearing of the deal, AGs from California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia filed suit in the U.S. District Court for the Eastern District of California.

The complaint, State of California et al. v. Nexstar Media Group, Inc. et al., alleges the transaction violates Section 7 of the Clayton Act by substantially lessening competition in local television markets, raising cable and satellite prices, and accelerating newsroom consolidation.

DirecTV filed a parallel suit asserting similar claims and raising concerns about diminished bargaining power for distributors.

The case fits a broader pattern. State AGs are actively diverging from federal antitrust enforcement, as seen in the Live Nation settlement and the Hewlett Packard Enterprise-Juniper Networks Tunney Act intervention. This trend appears to be accelerating.

Counsel involved in M&A should assess whether affected states have Hart-Scott-Rodino analogues. These so-called “mini HSR” requirements could trigger independent state review.

Federal clearance no longer provides transactional certainty. Legal teams should build multi-jurisdictional antitrust risk into deal timelines and closing conditions from the outset.