Nexstar被指违反Tegna并购隔离令，州检方和DirecTV要求法院进一步限制其控制权

Nexstar Media Group Inc. was accused by a group of state attorneys general and DirectTV of violating a court order by exercising improper control over broadcaster Tegna Inc. after a federal judge in California halted a merger of the companies.

Since the judge issued his order in April, Tegna has installed a five-member board consisting of only Nexstar officials, including Chief Executive Officer Perry Sook, the states and DirecTV said in a court filing Wednesday. And in May, Sook referred to Tegna as a Nexstar subsidiary in a conversation with investors, according to the court filings.

“These Nexstar executives have already taken part in managing Tegna’s strategy,” said the states and DirecTV, which sued to challenge the merger. The Nexstar executives were involved in approving Tegna’s budget, “which was developed from forecasts that surely contain Tegna’s competitive sensitive information and which would not have been shared with Nexstar if the two companies were independent competitors,” according to the filing.

The US Justice Department and Federal Communications Commission cleared the deal in March, requiring the companies to sell a handful of stations. But DirecTV and states led by California challenged the deal. While their lawsuit came too late to prevent the transaction from closing, they secured a court order barring the companies from integrating aside from a narrow carveout allowing Nexstar to manage certain aspects of Tegna’s debt and financial reporting obligations.

In a statement, Nexstar said Tegna remains independent and it “has scrupulously complied with the court’s hold-separate order. Nexstar has no involvement in Tegna’s retransmission consent negotiations, content decisions, staffing, or other day-to-day operations.” Nexstar executives on Tegna’s board are “critical to ensuring that Nexstar can continue to satisfy its financial reporting obligations while the hold-separate requirements are in place,” the company said.

Tegna didn’t immediately respond to a request for comment.

DirecTV and the states are seeking an order from the judge to clarify that Nexstar can’t install current executives on Tegna’s board and requiring regular reports showing compliance with that order. In their motion, DirecTV and the states cite a recent Bloomberg News report detailing the limited role of Tegna employees in the company’s day-to-day operations.

According to DirecTV and the states, Nexstar has responded by saying that the court’s requirement barring Nexstar employees, or anyone who left the company within the last six months, from serving as officers of Tegna does not include board members.