What regulatory approvals are required and what is the anticipated timeline to close the transaction?

Regulatory approvals needed

Because the deal is a “cash‑for‑all‑outstanding‑shares” acquisition of a broadcast‑and‑digital‑media company, the parties must obtain the standard set of clearances for a transaction of this size and scope:

1. U.S. Department of Justice (DOJ) antitrust review – the primary gatekeeper for any merger that could materially affect competition in local‑news, advertising and related services.
   
2. Federal Communications Commission (FCC) ownership and transfer approvals – required for the acquisition of broadcast‑station assets and for any cross‑media ownership limits that may be triggered by the combined Nexstar‑TEGNA footprint.
   
3. State‑level regulatory filings – in a few jurisdictions where the combined station group may exceed local ownership caps, state public‑utility commissions could be asked to sign off.
   
4. Shareholder approval – TEGNA’s stockholders must ratify the definitive agreement at a special meeting, as stipulated in the merger proxy statement.

Anticipated timeline to close

Historically, comparable broadcast‑media deals of a similar scale move through the DOJ and FCC pipelines in roughly 60‑90 days. Assuming Nexstar and TEGNA file the required Hart‑Scott‑Rodino (HSR) notice promptly and submit the FCC transfer applications within the next week, the likely schedule is:

Thus, the transaction is expected to be closed in the next 3‑4 months, contingent on a clean antitrust clearance, FCC consent, and shareholder approval. From a trading perspective, the market will likely price in the spread between the current TEGNA price and the $22.00 cash offer, while the “regulatory risk premium” will be reflected in the bid‑ask width until the DOJ and FCC clearances are announced. A short‑position on TEGNA can be considered if the stock remains above the $22.00 level as the regulatory deadline approaches, whereas a long‑position on Nexstar may be justified if the spread narrows and the approvals are confirmed on schedule.