Nexstar Media Group, Inc. has entered into a definitive agreement to acquire Tegna Inc. for $6.2 billion in a cash transaction. The purchase price represents a 31% premium to Tegna’s average 30-day stock price ending August 8, 2025. Following the completion of the transaction, the combined entity will have 265 full-power television stations in 44 states and the District of Columbia, covering 80% of U.S. television households.
Financially, on a combined basis for the last eight quarters annualized ending June 30, 2025, Nexstar, together with Tegna, would have combined net revenue (excluding synergies) of $8.10 billion and combined adjusted EBITDA (excluding synergies) before stock-based compensation of $2.56 billion. The transaction is expected to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions.
Nexstar expects the transaction to be more than 40% accretive to its standalone adjusted free cash flow in the first twelve months after closing. Additionally, the company's net leverage ratio is expected to be approximately 4x at closing with de-leveraging to current levels in 2028.
The transaction is subject to customary closing conditions, including Tegna shareholder and regulatory approvals, and is expected to close by the second half of 2026.
Nexstar will host a conference call today, August 19, at 10:00 a.m. ET to review the transaction and host a question-and-answer session. During the call, management will review a presentation summarizing the proposed transaction which can be accessed at www.nexstar.tv. Following these announcements, the company's shares moved -1.66%, and are now trading at a price of $20.18. Check out the company's full 8-K submission here.
