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Federal Court Grants Temporary Restraining Order Blocking Integration Of Nation’s Two Largest Local Broadcast Station Owners
04/23/2026On March 27, 2026, Chief Judge Troy L. Nunley of the United States District Court for the Eastern District of California granted a satellite cable company’s (“plaintiff”) motion for a temporary restraining order (“TRO”) against two of the largest local broadcast station owners (collectively “defendants”) to stop the integration and consolidation of second largest local broadcast station owner (“target company”) with the first largest local broadcast station owner (“defendant” and collectively with the target company, “defendants”). Plaintiff sued to block defendant’s acquisition of target company, alleging that the merger would substantially lessen competition for retransmission consent licenses, the rights that TV distributors buy to carry Big Four (ABC, CBS, Fox and NBC) network content. DIRECTV, LLC v. Nexstar Media Grp., Inc., No. 2:26-cv-00976-TLN-CKD (E.D. Cal. Mar. 27, 2026).
Defendant is the largest owner of local broadcast television stations in the country, with 164 broadcast stations across 114 markets and reaches 70 percent of U.S. households. Target company is the second-largest owner of local English-language television stations, with 64 stations across 51 markets and reaches 40 percent of U.S. households. Plaintiff, a satellite cable company, distributes video programming content from broadcast stations like defendants to provide channels to its subscribers. Plaintiff alleged that the merger would give defendants control of 228 broadcast stations, reaching 80 percent of television households in 132 markets and creating new Big Four duopolies and triopolies. Plaintiff argued that this concentration would allow defendants to raise fees, threaten more coercive blackouts, and reduce local news quality by consolidating newsrooms in overlapping markets.
On March 18, 2026, plaintiff filed suit seeking to block the merger. The following day the DOJ ended its antitrust review and the FCC approved the license transfers. Defendants immediately consummated the acquisition. Plaintiff then filed its motion for a TRO on March 20, 2026 to prevent defendants from further integrating.
In evaluating the plaintiff’s submission, the Court applied a four-factor test applicable to preliminary injunctions. First, the Court analyzed the likelihood of success on the merits. Second, the Court considered the likelihood of irreparable harm absent preliminary relief. Third, the Court discussed whether the balance of equities tips in the plaintiff's favor. And fourth, the Court considered whether an injunction is in the public interest.
Regarding success on the merits, the Court considered the impact that the merger would have on the alleged product market, defined as retransmission consent licenses for Big Four stations. Relying on economist expert testimony, the Court found that plaintiff sufficiently showed that in 31 local markets, defendants’ combined market share would be 30% or more, sometimes exceeding 50%. Additionally, post-merger concentration levels measured above the thresholds that typically trigger a presumption of competitive harm. The Court also credited arguments that the merger would increase defendants’ bargaining leverage and reduce local news competition through newsroom consolidation.
In rebuttal, defendants advanced three primary arguments to counter plaintiff’s success on the merits’ arguments. First, that plaintiff presented no evidence that past fee increases were attributable to increased Big Four station ownership. Second, that plaintiff’s claims of diminished bargaining power were merely speculative. Third, that antitrust claims cannot rest on, among other things, hypothetical downstream harm in a separate consumer market. Additionally, defendants raised an undue delay defense, arguing that plaintiff had known about the merger since August 2025 and had prior opportunities to express its concerns. The Court rejected such arguments as insufficient to overcome the plaintiff’s prima facie case.
On the remaining factors, the Court held that loss of competition constitutes irreparable harm and public interest favored the TRO. Defendants argued that prior review by the DOJ and FCC, including specific FCC findings committing defendants to expand local journalism and programming, evidenced against injunctive relief. However, the Court rejected this argument, noting that the FCC does not have the power to decide antitrust issues and that FCC findings do not preclude enforcement of the antitrust laws in federal court.
The Court agreed with plaintiff that defendants’ proposed integration efforts would make it difficult to divest target company stations, further weighing in favor of the TRO. Finally, the Court rejected defendants’ undue delay defense, finding plaintiff had properly engaged with federal regulators during their review, filed suit before the merger closed, and moved for emergency relief promptly after consummation.
The Court’s order requires defendant to maintain target company as a separate and independently managed business, erect firewalls to prevent the sharing of competitively sensitive information, and preserve all target company assets, staffing, and operations at pre-transaction levels. The order remains in effect for 14 days and the Court has scheduled an in-person hearing on the preliminary injunction for April 7, 2026.
This decision is notable as a private-party challenge to a consummated merger that succeeded at the TRO stage. The Court’s willingness to impose a hold-separate order despite prior regulatory clearance by both the DOJ and FCC underscores the independent role of antitrust enforcement in federal courts. The case may also carry broader implications for the broadcast industry, as the Court’s analysis of market concentration, bargaining leverage, and local news competition could influence future merger challenges involving broadcast station consolidation.
