\n\t\t\n\t\t\t\t\t\t\t![\"Nexstarlogo\"](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2025\/11\/Nexstar.jpg?fit=300%2C169&quality=89&ssl=1\")
\t\t\t\t\t<\/a>\n\t\t
\t\t\t\t\t<\/a>\n\t\t\n\t\t\tRead Next<\/strong>
\n\t\t\tNexstar Says It Can't Fully Comply With Tegna Merger's Temporary Restraining Order<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\n
\n\t\t\tNexstar Says It Can't Fully Comply With Tegna Merger's Temporary Restraining Order<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\n
In addition to the seven-day extension, Nunley has also modified the order after Nexstar and Tegna warned that it would cause “immediate operational harm” and couldn’t be fully complied with. The modifications are as follows:<\/p>\n\n\n\n
- \n
- The TRO (paragraphs 1, 2, 4, 5, 9, and 10) shall allow Nexstar to undertake ordinary course cash management, ordinary-course intercompany transfers, and ordinary-course debt service and repayment activities necessary to comply with Nexstar\u2019s financing obligation, including refinancing activities, security perfection, and guaranty, provided that Nexstar does not use this provision as a pretext to undermine TEGNA\u2019s viability as a going concern<\/em><\/li>\n\n\n\n
- The TRO (paragraphs 1, 2, 3, 4, and 5) shall allow Nexstar to take reasonable actions necessary to maintain TEGNA\u2019s day-to-day operations, including authorizing routine financial transactions such as wire transfers for ordinary course payments, without violating the TRO\u2019s prohibition on \u201cinfluence\u201d <\/em><\/li>\n\n\n\n
- The TRO (paragraphs 1, 2, 3, 4, and 5) shall allow Nexstar to take actions necessary to establish a functional governance structure for TEGNA, including appointing or reappointing officers, to the extent necessary to permit TEGNA to fulfill the TRO. It shall not be considered \u201cinfluence\u201d for Nexstar to provide and implement Sarbanes-Oxley requirements, including setting thresholds for contract approval, expenditure authorization and other financial limits similar to the interim operating covenants that applied to TEGNA\u2019s independent management of the business pre-closing. Nexstar shall not appoint current Nexstar employees, or former employees employed within the prior six months, as TEGNA officers and no TEGNA officer shall be an officer of Nexstar;<\/em><\/li>\n\n\n\n
- The TRO (paragraphs 1, 2, 3, 4, and 5) shall allow Nexstar to take all reasonable steps to perform all obligations required under its debt instruments, SEC reporting requirements, or refinancing transactions, including coordination with TEGNA personnel as necessary, provided that such coordination is narrowly tailored to complying with reporting requirements and avoiding breaches under debt instruments. This includes permitting Nexstar to complete required SEC and debt agreement reporting for the combined company within applicable deadlines, oversight by Nexstar management as to the accuracy of TEGNA financial statements, including compliance with internal controls and procedures, in coordination with TEGNA personnel. If the sharing of TEGNA\u2019s confidential information with certain Nexstar employees is necessary to accomplish such reporting requirements, such information must be maintained separately from Nexstar\u2019s files and used solely for those reporting requirements;<\/em><\/li>\n\n\n\n
- The TRO shall allow Nexstar to require that management of TEGNA adhere to the interim operating covenants set forth in the Merger Agreement (ECF No. 63-4), in their entirety, and in the same manner as applied pre-closing, provided however that TEGNA shall continue to have authority concerning ordinary course contracts, including contracts concerning retransmission consent, as provided by operating covenant 6.1(b)(xiii); <\/em><\/li>\n\n\n\n
- The TRO (paragraphs 1, 2, 3, and 4) shall allow Nexstar to appoint or reappoint TEGNA 23 officers as necessary for TEGNA to exercise independent decision-making authority for retransmission matters. Nexstar shall not appoint current Nexstar employees, or former employees employed within the prior six months, as TEGNA officers and no TEGNA 26 officer shall be an officer of Nexstar <\/em><\/li>\n\n\n\n
- The TRO shall allow Nexstar to require that management of TEGNA adhere to the interim operating covenants set forth in the Merger Agreement (ECF No. 63-4), in their entirety, and in the same manner as applied pre-closing, provided however that TEGNA shall continue to have authority concerning ordinary course contracts, including contracts concerning retransmission fees, as provided by operating covenant<\/em><\/li>\n<\/ol>\n\n\n
\n\t\n\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t<\/a>\n\t\t\n\t\t\tRead Next<\/strong>
\n\t\t\tNexstar Stock Falls Over 8% After Judge Pauses Tegna Merger<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\nNunley’s decision follows an hours-long hearing that was held in Sacramento, Calif. on Tuesday for Nexstar-Tegna and DirecTV and the state attorneys general to present their arguments.<\/p>\n\n\n\n
Nexstar attorney Alexander Okuliar argued during the hearing that the combined entity’s larger size would be critical to protecting local broadcast news and would help the companies better compete against Big Tech. <\/p>\n\n\n\n
“We don’t want \u2060local broadcast to end up like the local newspaper industry did 30, 40 years ago,” he said.<\/p>\n\n\n
\n\t\n\t\t\n\t\t\t\t\t\t\t![\"Perry](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2025\/10\/perry-sook.jpg?fit=300%2C169&quality=89&ssl=1\")
\t\t\t\t\t<\/a>\n\t\t\n\t\t\tRead Next<\/strong>
\n\t\t\tNexstar Closes $6.2 Billion Tegna Merger With FCC Approval<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\n - The TRO (paragraphs 1, 2, 3, 4, and 5) shall allow Nexstar to take reasonable actions necessary to maintain TEGNA\u2019s day-to-day operations, including authorizing routine financial transactions such as wire transfers for ordinary course payments, without violating the TRO\u2019s prohibition on \u201cinfluence\u201d <\/em><\/li>\n\n\n\n
![\"California](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2026\/04\/040226-State-AG-Story-v3.jpg?fit=300%2C169&quality=89&ssl=1\")
\t\t\t\t\t<\/a>\n\t\t![\"WrapPRO](\"\/wp-content\/plugins\/newsletter-builder\/images\/wrap-pro-logo.png\"){kind=logo}
<\/figure>\n\n\n\n